Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 15 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2022-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2021-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2021-C Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [~~reserved~~Reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); ; (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 14 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2019-B Owner Trust), Administration Agreement (Toyota Auto Receivables 2019-B Owner Trust), Administration Agreement (Toyota Auto Receivables 2019-a Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) determining a Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing (Section 3.01(c) and (e)); (G) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (GH) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HI) causing 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); (IJ) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JK) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KL) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LM) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (MN) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NO) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OP) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PQ) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (QR) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 14 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2024-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2024-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2024-C Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) delivering notice of any breach of the representations, warranties and covenants contained in Schedule I to the Indenture to the Rating Agencies (Section 3.21); (R) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 12 contracts

Samples: Administration Agreement (Toyota Auto Finance Receivables LLC), Administration Agreement (Toyota Auto Finance Receivables LLC), Administration Agreement (Toyota Auto Receivables 2014-C Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.05); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.08(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.10); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of an Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.09(b) and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining ~~the~~ of an Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust Accounts~~ Deposit Account (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 8 contracts

Samples: Administration Agreement (Daimlerchrysler Auto Trust 2001 B), Administration Agreement (Daimlerchrysler Services North America LLC), Administration Agreement (Daimlerchrysler Auto Trust 2001-A)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [~~reserved~~Reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) delivering notice of any breach of the representations, warranties and covenants contained in Schedule I to the Indenture to the Rating Agencies (Section 3.21); (R) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 8 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2016-C Owner Trust), Administration Agreement (Toyota Auto Receivables 2016-C Owner Trust), Administration Agreement (Toyota Auto Receivables 2016-B Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.05); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.08(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.10); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of an Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining ~~the~~ of an Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust Accounts~~ Deposit Account (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 7 contracts

Samples: Administration Agreement (DaimlerChrysler Financial Services Americas LLC), Administration Agreement (Daimlerchrysler Services North America LLC), Administration Agreement (DaimlerChrysler Auto Trust 2006-B)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [~~reserved~~Reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this ~~Agreement, Section 8.02 of the Trust~~ Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 7 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2018-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2018-D Owner Trust), Administration Agreement (Toyota Auto Finance Receivables LLC)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) determining a Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing (3.01(c) and (e)); (G) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (GH) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HI) causing 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); (IJ) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JK) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KL) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LM) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (MN) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NO) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OP) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PQ) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (QR) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 6 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2022-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2022-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2022-C Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer's Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XQ) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and ~~providing~~ transmitting of such ~~documents to the Indenture Trustee for delivery~~ summaries to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer's Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 5 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2002 B Owner Trust), Administration Agreement (Nissan Auto Receivables 2003-C Owner Trust), Administration Agreement (Nissan Auto Receivables 2002 C Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); ; (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 5 contracts

Samples: Administration Agreement (Toyota Auto Finance Receivables LLC), Administration Agreement (Toyota Auto Receivables 2020-B Owner Trust), Administration Agreement (Toyota Auto Receivables 2020-B Owner Trust)

Duties of the Administrator. (a) ~~Duties~~ The Administrator is hereby appointed and authorized to act as agent for the Owner of the Secured Notes and in such capacity shall administer the Secured Notes with reasonable care, using that degree of skill and attention that the Administrator exercises with respect to comparable property that it administers for itself or others. The Administrator hereby accepts such appointment and authorization and agrees to perform the duties of Administrator with respect to the ~~Note Depository Agreement~~ Secured Notes set forth herein and in the AART Indenture, if any. (ib) The ~~Administrator agrees~~ Administrator’s duties shall include posting of all payments on the Secured Notes, accounting for collections and furnishing monthly and annual statements to ~~perform all its~~ the Depositor and any other Persons designated herein with respect to distributions, generating federal income tax information, giving any required notices or instructions to the Depositor or the AART Owner Trustee and performing the other duties ~~as Administrator and~~ specified herein. Subject to the ~~duties~~ provisions of ~~the Issuer under the Indenture and the Note Depository Agreement. In addition~~Section 2.02, the Administrator shall ~~consult with the Owner Trustee regarding the duties of the Issuer under the Indenture~~ follow its customary standards, policies and ~~the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer~~ procedures and shall ~~advise~~ have full power and authority, acting alone, to do any and all things in connection with such administration that it may deem necessary or desirable. (c) Without limiting the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance generality of the foregoing, the Administrator ~~shall take all appropriate action that~~ is hereby authorized and empowered by the ~~duty~~ Owner of the ~~Issuer to take~~ Secured Notes, pursuant to ~~the Indenture including~~this Section 2.01, ~~without limitation~~to execute and deliver, ~~such~~ on behalf of ~~the foregoing as are required~~ all Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the ~~following matters under~~ Secured Notes. The Administrator is hereby authorized to commence, in its own name or in the ~~Indenture (references are to sections~~ name of the ~~Indenture):~~ Owner of such Secured Note a legal proceeding, whether through judicial process or (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to ~~special payment dates~~repossession of any Leased Vehicle related to a Lease Asset) non-judicial process, ~~if any~~ to participate in a voluntary or involuntary liquidation proceeding to enforce a liquidating Secured Note, to enforce all obligations of the Seller and the Depositor under this Agreement, the Pooling Agreement, and the Further Transfer Agreements, as applicable, or to commence or participate in a legal proceeding (~~Section 5.04(b)); (D~~including a bankruptcy case) ~~preparing~~ relating to or ~~obtaining~~ involving a Secured Note. If the ~~documents and instruments required~~ Administrator commences or participates in such a legal proceeding in its own name, the Owner of such Secured Note shall be deemed to have automatically assigned such Secured Note to the Administrator for the ~~proper authentication~~ benefit of ~~Notes~~ the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Administrator will be, and ~~delivering~~ will have all the ~~same to~~ rights and duties of, a secured party under the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates UCC and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations applicable law with respect to such Secured Note. At the ~~preparation of reports~~Administrator’s request from time to time, the ~~delivery~~ Owner of ~~Officer’s Certificates and Opinions~~ a Secured Note assigned under this Section 2.01 shall provide the Administrator with evidence of ~~Counsel and~~ the ~~giving~~ assignment in trust for the benefit of ~~instructions and notices under~~ the ~~Sale and Servicing Agreement (Section 3.14);~~Interested Parties as may be reasonably necessary for the Administrator to take any of the actions set forth in the following sentence. (Rd) ~~monitoring~~ The Administrator is hereby authorized and empowered by the ~~Issuer’s obligations as~~ Owner of a Secured Note to ~~the satisfaction~~ execute and ~~discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined~~ deliver in the ~~Indenture) related thereto (Section 4.01); (S) complying with~~ Administrator’s name any ~~written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution~~notices, ~~delivery~~demands, ~~filing and recordation of relevant transfer documentation and the delivery of related records and files~~claims, complaints, responses, affidavits or other documents or instruments in connection with any ~~sale~~ such proceeding. Any Owner of Secured Notes shall furnish the Administrator with any powers of attorney and other documents and take any other steps which the Administrator may deem necessary or appropriate to enable the Administrator to carry out its administrative duties under this Agreement and in the AART Indenture, if any. Except to the extent required by the ~~Indenture Trustee~~ preceding two sentences, the authority and rights granted to the Administrator in this Section 2.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a Secured Note of equivalent authority and rights. (e) Upon discovery by the Administrator of a breach of any ~~portion~~ of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of the Trust ~~Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation~~ Sale Agreement that materially and adversely affects the interests of the ~~Indenture~~ Noteholders or the Certificateholders in the Secured Notes, the Administrator shall give prompt written notice thereof to Seller, the Depositor, the AART Owner Trustee ~~received by~~ and the ~~Administrator, and preparing notice to Noteholders of any removal of the~~ AART Indenture Trustee and shall use reasonable efforts to enforce the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release obligations of the ~~Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to~~ Seller or the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indentureDepositor, as ~~appropriate and delivering~~ applicable, to repurchase such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14)Secured Note. (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 5 contracts

Samples: Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (CD) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(d)~~); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~); (E) ~~[reserved]~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (F) ~~directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (G) 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); (H) ~~causing~~ 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (O) ~~preparing and obtaining documents and instruments required in connection~~ the duty to cause the Master Servicer to comply with the ~~consolidation~~Sale and Servicing Agreement, ~~merger or transfer of assets of the Issuer~~ including Section 5.07 and Articles Four and Seven thereof (Section ~~3.10~~3.14); (P) ~~delivering~~ the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (Q) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.143.18); (R) the monitoring of the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (T) ~~delivering notice~~ the notification of the Rating Agencies of any ~~resignation~~ waiver of a Default or an Event of Default (Section 5.13); (U) the ~~Indenture Trustee received by the Administrator,~~ preparation and ~~preparing~~ delivery of notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UV) ~~preparing all~~ 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); (VW) ~~delivering to~~ maintaining the ~~Rating Agencies notice~~ effectiveness of ~~any merger or other transaction entered into by~~ the ~~Indenture Trustee~~ sales finance company licenses required under the Maryland Code and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section ~~6.09~~6.14); (WX) ~~causing~~ the ~~Note Registrar to furnish to~~ 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); (XY) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) ~~preparing~~ the ~~related~~ opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer ~~Orders~~ Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AA) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BB) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CC) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DD) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFEE) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGFF) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHGG) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIHH) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJII) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 4 contracts

Samples: Administration Agreement (WFS Receivables Corp 4), Administration Agreement (WFS Receivables Corp 3), Administration Agreement (WFS Receivables Corp 3)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) delivering notice of any breach of the representations, warranties and covenants contained in Schedule I to the Indenture to the Rating Agencies (Section 3.21); (R) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGHH) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHII) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); ; (IIJJ) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.;

Appears in 4 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2012-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2012-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2011-B Owner Trust)

Duties of the Administrator. (a) ~~Duties~~ The Administrator is hereby appointed and authorized to act as agent for the Owner of the Secured Notes and in such capacity shall administer the Secured Notes with reasonable care, using that degree of skill and attention that the Administrator exercises with respect to comparable property that it administers for itself or others. The Administrator hereby accepts such appointment and authorization and agrees to perform the duties of Administrator with respect to the ~~Note Depository Agreement~~ Secured Notes set forth herein and in the AART Indenture, if any. (ib) The ~~Administrator agrees~~ Administrator’s duties shall include posting of all payments on the Secured Notes, accounting for collections and furnishing monthly and annual statements to ~~perform all its~~ the Depositor and any other Persons designated herein with respect to distributions, generating federal income tax information, giving any required notices or instructions to the Depositor or the AART Owner Trustee and performing the other duties ~~as Administrator and~~ specified herein. Subject to the ~~duties~~ provisions of ~~the Issuer under the Indenture and the Note Depository Agreement. In addition~~Section 2.02, the Administrator shall ~~consult with the Owner Trustee regarding the duties of the Issuer under the Indenture~~ follow its customary standards, policies and ~~the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer~~ procedures and shall ~~advise~~ have full power and authority, acting alone, to do any and all things in connection with such administration that it may deem necessary or desirable. (c) Without limiting the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance generality of the foregoing, the Administrator ~~shall take all appropriate action that~~ is hereby authorized and empowered by the ~~duty~~ Owner of the ~~Issuer to take~~ Secured Notes, pursuant to ~~the Indenture including~~this Section 2.01, ~~without limitation~~to execute and deliver, ~~such~~ on behalf of ~~the foregoing as are required~~ all Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the ~~following matters under~~ Secured Notes. The Administrator is hereby authorized to commence, in its own name or in the ~~Indenture (references are to sections~~ name of the ~~Indenture):~~ Owner of such Secured Note a legal proceeding, whether through judicial process or (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to ~~special payment dates~~repossession of any Leased Vehicle related to a Lease Asset) non-judicial process, ~~if any~~ to participate in a voluntary or involuntary liquidation proceeding to enforce a liquidating Secured Note, to enforce all obligations of the Seller and the Depositor under this Agreement, the Pooling Agreement, and the Further Transfer Agreements, as applicable, or to commence or participate in a legal proceeding (~~Section 5.04(b)); (D~~including a bankruptcy proceeding) ~~preparing~~ relating to or ~~obtaining~~ involving a Secured Note. If the ~~documents and instruments required~~ Administrator commences or participates in such a legal proceeding in its own name, the Owner of such Secured Note shall be deemed to have automatically assigned such Secured Note to the Administrator for the ~~proper authentication~~ benefit of ~~Notes~~ the Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Administrator will be, and ~~delivering~~ will have all the ~~same to~~ rights and duties of, a secured party under the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates UCC and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations applicable law with respect to such Secured Note. At the ~~preparation of reports~~Administrator’s request from time to time, the ~~delivery~~ Owner of ~~Officer’s Certificates and Opinions~~ a Secured Note assigned under this Section 2.01 shall provide the Administrator with evidence of ~~Counsel and~~ the ~~giving~~ assignment in trust for the benefit of ~~instructions and notices under~~ the ~~Sale and Servicing Agreement (Section 3.14);~~Interested Parties as may be reasonably necessary for the Administrator to take any of the actions set forth in the following sentence. (Rd) ~~monitoring~~ The Administrator is hereby authorized and empowered by the ~~Issuer’s obligations as~~ Owner of a Secured Note to ~~the satisfaction~~ execute and ~~discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined~~ deliver in the ~~Indenture) related thereto (Section 4.01); (S) complying with~~ Administrator’s name any ~~written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution~~notices, ~~delivery~~demands, ~~filing and recordation of relevant transfer documentation and the delivery of related records and files~~claims, complaints, responses, affidavits or other documents or instruments in connection with any ~~sale~~ such proceeding. Any Owner of Secured Notes shall furnish the Administrator with any powers of attorney and other documents and take any other steps which the Administrator may deem necessary or appropriate to enable the Administrator to carry out its administrative duties under this Agreement and in the AART Indenture, if any. Except to the extent required by the ~~Indenture Trustee~~ preceding two sentences, the authority and rights granted to the Administrator in this Section 2.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a Secured Note of equivalent authority and rights. (e) Upon discovery by the Administrator of a breach of any ~~portion~~ of the representations and warranties in Section 3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of the Trust ~~Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation~~ Sale Agreement that materially and adversely affects the interests of the ~~Indenture~~ Noteholders or the Certificateholders in the Secured Notes, the Administrator shall give prompt written notice thereof to Seller, the Depositor, the AART Owner Trustee ~~received by~~ and the ~~Administrator, and preparing notice to Noteholders of any removal of the~~ AART Indenture Trustee and shall use reasonable efforts to enforce the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release obligations of the ~~Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to~~ Seller or the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indentureDepositor, as ~~appropriate and delivering~~ applicable, to repurchase such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14)Secured Note. (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 4 contracts

Samples: Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Assets LLC), Administration Agreement (Ally Auto Receivables Trust 2012-Sn1)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (UQ) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);[Intentionally Blank] (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); ; (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; and (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 4 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2006-B Owner Trust), Administration Agreement (Nissan Auto Receivables Corp Ii), Administration Agreement (Nissan Auto Receivables Corp Ii)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer's Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XQ) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and ~~providing~~ transmitting of such ~~documents to the Indenture Trustee for delivery~~ summaries to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer's Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement.also: (~~iii~~A) ~~The Administrator shall promptly~~ pay to the Indenture Trustee from time to time the ~~amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date~~ reasonable compensation provided for in ~~accordance with the terms of~~ the Indenture ~~and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that~~ with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly reimburse the Administrator for~~ not be limited by any ~~such amounts~~ provision of law in regard to the ~~extent~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee ~~subsequently receives payment~~ upon its request for all reasonable expenses, disbursements and advances incurred or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held made by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.the

Appears in 4 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2000-C Owner Trust), Administration Agreement (Nissan Auto Receivables 2001-B Owner Trust), Administration Agreement (Nissan Auto Receivables Ii 2001-C Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) ~~delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W)~~ causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XW) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YX) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); ; (ZY) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAZ) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBAA) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCBB) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~CC) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFDD) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGEE) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHFF) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); ; (IIGG) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.;

Appears in 4 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2011-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2011-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2010-C Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) delivering notice of any breach of the representations, warranties and covenants contained in Schedule I to the Indenture to the Rating Agencies (Section 3.21); (R) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGHH) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHII) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIJJ) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJKK) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator shall ~~promptly~~ also: (A) pay the Indenture Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse each of the Indenture Trustee, Paying Agent, Note Registrar and Securities Intermediary, to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by such party in accordance with any provision of the Indenture or the Securities Account Control Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent such party is entitled to such reimbursement by the Issuer under the Indenture or the Securities Account Control Agreement; (C) indemnify each of the Indenture Trustee, Paying Agent and Note Registrar for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of such party, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent such party is entitled to such indemnification from the Issuer under the Indenture; (D) indemnify the Securities Intermediary for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Securities Intermediary, arising out of or in connection with the performance of the duties contemplated by the Securities Account Control Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith; (E) pay the Owner Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Trust Agreement with respect to services rendered by the Owner Trustee under the ~~amount~~ Trust Agreement (which compensation shall not be limited by any provision of ~~any fees~~law in regard to the compensation of a Trustee of an express trust); (F) reimburse the Owner Trustee, ~~expenses and indemnification amounts~~ to the extent not ~~otherwise paid or~~ reimbursed ~~to it~~ by the ~~Issuing Entity on any Payment Date~~ Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with ~~the terms of this Agreement, Section 8.02~~ any provision of the Trust Agreement (including the reasonable compensation, expenses and ~~Section 5.06(b~~disbursements of its agents and counsel) ~~or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment~~ is entitled to such reimbursement under the Trust Agreement; and (G) indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or ~~reimbursement~~ expense incurred without gross negligence or bad faith on the part of the Owner Trustee, arising out of or in ~~respect thereof from the Issuing Entity in accordance~~ connection with the ~~terms of Section 5.06(b)~~ acceptance or ~~(c)~~ administration of the ~~Sale~~ transactions contemplated by the Trust Agreement or any other Basic Document, including the reasonable costs and ~~Servicing Agreement. (iii) The Administrator shall promptly pay to~~ expenses of defending itself against any claim or liability in connection with the ~~Indenture Trustee the amount~~ exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by~~ duties under the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts Trust Agreement to the extent the ~~Indenture~~ Owner Trustee ~~subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ is entitled to such indemnification under Section ~~5.06(b) or (c)~~ 8.02 of the ~~Sale and Servicing~~ Trust Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement[Reserved.]

Appears in 4 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2015-B Owner Trust), Administration Agreement (Toyota Auto Receivables 2015-B Owner Trust), Administration Agreement (Toyota Auto Receivables 2015-a Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (WFS Financial 1996-D Owner Trust), Administration Agreement (WFS Financial 1997-a Owners Trust), Administration Agreement (WFS Financial 1997-D Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) delivering notice of any breach of the representations, warranties and covenants contained in Schedule I to the Indenture to the Rating Agencies (Section 3.21); (R) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGHH) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHII) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); ; (IIJJ) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.;

Appears in 3 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2013-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2013-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2012-B Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.09 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the ~~Seller~~ Depositor under the Sale and Servicing Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.12); and (HH) the appointment of any successor Calculation Agent (Section 2.15). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (Citigroup Vehicle Securities Inc), Administration Agreement (Ml Asset Backed Corp), Administration Agreement (Ml Asset Backed Corp)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer or the Owner Trustee is required to take pursuant to the Indenture ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to ~~sections~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (CD) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(d)~~); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~); (E) ~~[reserved]~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (F) ~~directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (G) 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); (H) ~~causing~~ 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the duty to cause the Master Servicer to comply with the Sale and Servicing Agreement, including Section 5.08 and Articles Four and Seven thereof (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.143.18); (R) the monitoring ~~the Issuer’s obligations as to~~ of 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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S) ~~complying with any written directive~~ the notification of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee Rating Agencies of any ~~portion~~ waiver of ~~the Trust Estate in connection with any~~ a Default or an Event of Default (Section ~~5.04~~5.13); (T) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (U) ~~preparing all~~ 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); (V) ~~delivering to~~ maintaining the ~~Rating Agencies notice~~ effectiveness of ~~any merger or other transaction entered into by~~ the ~~Indenture Trustee~~ sales finance company licenses required under the Maryland Code Annotated, Financial Institutions Section 11-401 et seq. and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section ~~6.09~~6.14); (W) ~~causing~~ the ~~Note Registrar to furnish to~~ 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); (X) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Y) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAZ) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBAA) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCBB) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDCC) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFDD) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGEE) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHFF) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIGG) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJHH) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (WFS Financial 2005-2 Owner Trust), Administration Agreement (WFS Receivables Corp 3), Administration Agreement (WFS Financial 2004-4 Owner Trust)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator ~~and~~ and, except as specifically excluded herein, agrees to perform all the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Related Documents. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare~~Trustee, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ 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, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Biii) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (Civ) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (Gv) ~~preparing~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (vi) the preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.12); (Hvii) ~~causing~~ 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); (Iviii) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jix) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer~~’s qualification~~ 's qualifications to do ~~business in each jurisdiction in which such qualification is or shall be necessary to protect~~ business, including under the ~~validity and enforceability of the Indenture~~Pennsylvania Motor Vehicle Sale Finance Act, ~~the Notes~~MD. Fin. Inst. Code Xxx., ~~the Collateral and each other instrument and agreement included in the Trust Estate~~ Title 11, Subtitle 4 (Section 3.04)) and Conn. Gen. Stat. Section 650; (Kx) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as are necessary or advisable to protect the Owner Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lxi) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Owner Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (Mxii) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nxiii) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ each Servicer Default ~~pursuant to the Sale and Servicing Agreement~~ and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxiv) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations upon the merger or consolidation of the Issuer under the Indenture and the obtaining of the Opinion of Counsel and the Officer's Certificate relating thereto (Section 3.10); (Pxv) ~~delivering~~ the duty to cause the Servicer to comply with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement (Section 3.14); (xvi) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Qxvii) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxviii) ~~complying~~ the compliance with ~~any written directive~~ Section 5.04 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Owner Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (Txix) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxx) ~~preparing all~~ the preparation and delivery to each Noteholder such information as may be required to enable such holder to prepare its federal and state income tax returns (Section 6.06); (xxi) 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~~6. 10); (Vxxii) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (Xxxiii) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Yxxiv) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of one or more accounts in the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee Issuer's name and the ~~Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and~~ taking of all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust~~ Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAxxv) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Owner Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBxxvi) ~~preparing~~ the preparation of Issuer ~~Orders and~~ Requests, the obtaining of Opinions of Counsel and the certification to the Indenture Trustee with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections ~~9.01, 9.02~~ 9.01 and ~~9.03~~9.02); (CCxxvii) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDxxviii) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (~~Section~~ Sections 10.01 and 10.02); (FFxxix) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxx) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxxi) ~~notifying~~ the notification of each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxxii) ~~preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator ~~shall cause~~ shall: (i) pay from time to time reasonable compensation to (A) the ~~Issuer to use its best efforts to maintain the effectiveness of~~ Indenture Trustee for all ~~licenses, if any, required to be held~~ services rendered by the ~~Issuer~~ Indenture Trustee under ~~the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and~~ the Basic Documents and (B) the Owner Trustee for all services rendered under the Trust Agreement (in each case which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Basic Documents (including the 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, negligence or bad faith; (iii) except as otherwise expressly provided in the third sentence of Section 7.01 of 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, gross negligence or bad faith; and (iv) indemnify the Indenture Trustee, the Owner Trustee and their respective agents for, and hold them harmless against, any loss, liability or expense incurred without negligence (or, in the case of the Owner Trustee only, gross negligence), willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated ~~thereby until such time~~ by the Basic Documents, as the case may be, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties thereunder. The obligations of the Administrator under this Section 1.02(b) shall survive the termination of this agreement. (c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall ~~terminate~~ take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 1.06, and in accordance with the ~~terms~~ directions of the Owner Trustee, the Administrator 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 Administrator. (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(c) 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 Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1's, necessary to enable each Owner to prepare its federal and state income tax returns. (f) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or the Indenture. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (h) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator 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) the amendment of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables); (iii) the amendment, change or modification of the Basic Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators 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. (i) Notwithstanding anything to the contrary in this Agreement, the Administrator 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 5.04 of the Indenture, (iii) take any other action that the Issuer directs the Administrator 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.

Appears in 3 contracts

Samples: Administration Agreement (American Honda Receivables Corp), Administration Agreement (American Honda Receivables Corp), Administration Agreement (American Honda Receivables Corp Auto Rec 2003 2 Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and Financial Security Assurance Inc. (the "Insurer") in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); and (HH) maintaining the effectiveness of the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (WFS Financial Auto Loans Inc), Administration Agreement (WFS Financial Auto Loans Inc), Administration Agreement (WFS Financial Auto Loans Inc)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer or the Owner Trustee and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Indenture ~~and~~ or the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09); (HF) ~~causing~~ 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); (IG) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) ~~preparing and filing~~ the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LJ) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and ~~delivering~~ the annual delivery of the Officers’ ~~Certificates~~ Certificate and certain other ~~statements as to compliance with the Indenture~~statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (MK) ~~identifying~~ the identification to the Indenture Trustee in an Officers’ Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NL) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligation under the Indenture (Section 3.10); (PN) ~~delivering~~ the delivery of notice to the Indenture Trustee of each Event of Default and each ~~other~~ default by the Servicer or ~~the~~ Seller under the Sale and Servicing Agreement (Section 3.19); (QO) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SP) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TQ) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UR) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VS) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XT) ~~preparing and~~the preparation and filing with the Commission, ~~after execution by the Issuer~~ any applicable State agencies and the Indenture ~~Trustee, filing with the Commission and any applicable state agencies~~ Trustee of documents required to be filed on a periodic basis ~~with the Commission~~ with, and ~~any applicable state agencies (including any~~ summaries thereof as may be required by rules and regulations prescribed ~~thereby)~~by, the Commission and ~~providing~~ any applicable State agencies and the transmission of such ~~documents to the Indenture Trustee for delivery~~ summaries, as necessary, to the Noteholders (including, without limitation, the preparation, execution and filing of all certificates or other documents required to be delivered by the Trust pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder unless otherwise required by law or regulation) (Section 7.03); (YU) ~~preparing and~~the opening of one or more accounts in the Trust’s name, ~~after execution by~~ the ~~Indenture Trustee~~preparation of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officers’ Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAV) ~~preparing any~~ the preparation of an Issuer Request and Officers’ ~~Certificates~~ Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBW) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCX) ~~preparing~~ the preparation and, after execution by the Owner Trustee on behalf of the Issuer, delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDY) ~~delivering to~~ the ~~Rating Agencies notice~~ notification of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or the duty to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFZ) ~~preparing or obtaining~~ the preparation and delivery of all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGAA) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHBB) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 ~~of the Indenture~~ (Section 11.04); (IICC) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJDD) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; (D) pay to the Owner Trustee ~~the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed~~ from time to it time reasonable compensation for all services rendered by the ~~Issuing Entity on~~ Owner Trustee under the Trust Agreement (which compensation shall not be limited by any ~~Payment Date~~ provision of law in regard to the compensation of a trustee of an express trust); (E) 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 ~~the terms of this Agreement, Section 8.02~~ any provision of the Trust Agreement (including the reasonable compensation, expenses and ~~Section 5.06(b~~disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) ~~or (c) of the Sale and Servicing Agreement; provided that~~ indemnify the Owner Trustee ~~shall promptly reimburse the Administrator for~~ and its agents for, and to hold them harmless against, any ~~such amounts to the extent the Owner Trustee subsequently receives payment~~ losses, liability or ~~reimbursement in respect thereof from the Issuing Entity in accordance with the terms~~ expense incurred without negligence or bad faith on their part, arising out of ~~Section 5.06(b)~~ or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (Deere John Receivables Inc), Administration Agreement (Deere John Receivables Inc), Administration Agreement (Deere John Receivables Inc)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and the Insurer in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); and (HH) maintaining the effectiveness of the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (WFS Receivables Corp), Administration Agreement (WFS Receivables Corp), Administration Agreement (WFS Receivables Corp)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note Depository~~ Trust Agreement, the Sale and Servicing Agreement and the Indenture. (i) The Administrator accepts its appointment as Administrator and agrees to perform ~~all~~ its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreementhereunder. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the ~~Issuer~~ Trust or the Owner Trustee, not in its individual capacity but solely as Owner Trustee, to take ~~pursuant to the Indenture including, without limitation, such of the foregoing as are required~~ with respect to the following matters under the Sale and Servicing Agreement and the Indenture (parenthetical section references are to sections of the Indenture): (A) the preparation of the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.2 and 2.3); (B) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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~~2.3); (BC) ~~preparing~~ the notification to Noteholders of the final principal payment on their Notes ~~(Section 2.07(b)); (C) fixing~~ or ~~causing~~ of the redemption of the Notes or duty to ~~be fixed any specified record date and notifying~~ cause the Indenture Trustee ~~and Noteholders with respect~~ to ~~special payment dates, if any~~ provide such notification (Section ~~5.04(b~~2.6(b)); (D) ~~preparing~~ performing the function of the Trust with respect to the cancellation of the Notes (Section 2.7); (E) the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section ~~2.02~~2.2); (EF) [Reserved]; (G) the delivery to the Indenture Trustee, the Insurer and the Rating Agencies of prompt written notice of each Event of Default under the Indenture (Section 3.14); (H) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3); (J) ~~obtaining and preserving or causing~~ the ~~Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability~~ notification of the ~~Indenture~~Indenture Trustee, the ~~Notes,~~ Insurer and the ~~Collateral~~ Rating Agencies of the occurrence of an Event of Servicing Termination under the Sale and ~~each other instrument and agreement included in~~ Servicing Agreement by the ~~Trust Estate (Section 3.04)~~Master Servicer; (K) ~~preparing and filing all supplements, amendments, financing statements, continuation statements, instruments~~ the notification to the Insurer of ~~further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c)~~ a redemption of the ~~Indenture, necessary~~ Notes and the duty to ~~protect~~ cause the ~~Trust Estate~~ Master Servicer to deposit the required redemption amount into the Distribution Account (~~Sections 3.05 and 3.07(c)~~Section 10.1); (L) ~~delivering~~ the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice provision to the Indenture Trustee of ~~each Event~~ certain calculations and information regarding tax withholding and reporting (Section 3.3(v)); and (M) the preparation and filing of ~~Default~~ all documents and ~~each other default~~ reports by the ~~Servicer~~ Trust of Forms 8-K and 10-K as required under the Exchange Act, the rules and regulations of the Commission and the TIA (Sections 7.3 and 7.4); Notwithstanding anything in this Agreement, the Related Agreements or the ~~Seller under~~ Trust Agreement to the ~~Sale~~ contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.5 of the Trust Agreement, including with respect to, among other things, accounting and ~~Servicing Agreement (Section 3.19);~~reports to the Transferor. (Qb) ~~causing~~ In carrying out the ~~Servicer to comply~~ duties under this Agreement, the Administrator may enter into transactions with ~~all~~ or otherwise deal with any of its ~~duties~~ affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and ~~obligations with respect~~ shall be, in the Administrator’s opinion, no less favorable to the ~~preparation of reports~~Trust than would be available from unaffiliated parties. (c) Notwithstanding anything in this Agreement, the ~~delivery of Officer’s Certificates and Opinions of Counsel and~~ Related Agreements or the ~~giving of instructions and notices under the Sale and Servicing~~ Trust Agreement ~~(Section 3.14); (R) monitoring the Issuer’s obligations as~~ to the ~~satisfaction and discharge of~~ contrary, the ~~Indenture and~~ Administrator shall be responsible for promptly notifying the ~~preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate~~ Paying Agent (as defined in the ~~Indenture~~Trust Agreement) ~~related thereto~~ and the Insurer in the event that any withholding tax is imposed on the Trust’s payments (or allocations of income) to the Transferor as contemplated in Section ~~4.01); (S~~5.2(c) ~~complying with any written directive~~ of the Trust Agreement; provided, however, that no such notice shall be required to be given to the Paying Agent or the Indenture Trustee ~~with respect~~ if the Administrator is the Paying Agent. Any such notice shall specify the amount of any withholding tax required to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale be withheld by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee Paying Agent or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, ~~filing with~~ as the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby)case may be, and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to ~~Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing~~ such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14)provision. (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (First Horizon Asset Securities Inc), Administration Agreement (First Horizon Asset Sec HELOC Notes Ser 2006-He2), Administration Agreement (First Horizon Asset Sec HELOC Notes Ser 2006-He1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and Financial Security Assurance Inc. (the "Insurer") in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (ON) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer of assets of~~ duty to cause the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Master Servicer to comply with ~~all~~ Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of ~~its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under~~ the Sale and Servicing Agreement (Section 3.14); (RO) ~~monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and~~ the preparation ~~of an Officer’s Certificate~~ and obtaining ~~the Opinion~~ of ~~Counsel~~ documents and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the ~~Trust Estate (Sections 8.05 and 8.06); (BB) preparing~~ Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action from its obligations under the Indenture (Section ~~11.01(a~~3.10(b)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (WFS Financial 1997-C Owner Trust), Administration Agreement (WFS Financial 1997-B Owner Trust), Administration Agreement (WFS Financial 1998 a Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.05); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.08(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.10); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of an Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining ~~the~~ of an Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust Accounts~~ Deposit Account (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Daimlerchrysler Services North America LLC), Administration Agreement (Daimlerchrysler Auto Trust 2004-A)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.05); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.08(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.10); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of an Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining ~~the~~ of an Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust Accounts~~ Deposit Account (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and each of their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any and all losses, liability, tax (other than taxes based on the income of the Indenture Trustee or such Separate Trustee) or expense (including attorneys' fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (DaimlerChrysler Auto Trust 2006-D), Administration Agreement (DaimlerChrysler Auto Trust 2006-C)

Duties of the Administrator. (a) Duties with respect to the ~~Note Depository Agreement and the Indenture~~Transaction Documents. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Transaction Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Transaction Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Transaction Documents. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Transaction Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b))) or indicate on the Servicer Report that the Principal Amount is 0; (C) ~~fixing or causing to be fixed any specified record date and notifying~~ the ~~Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing~~ preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (ED) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HE) ~~causing~~ the maintenance of an office in New York, New York, or the appointment of the Indenture Trustee as its agent therefor, for registration of transfer or exchange of Notes (Section 3.02); (F) 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); (IG) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the ~~Trust Estate~~ Collateral (Section 3.04); (KI) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the ~~Trust Estate~~ Collateral other than as prepared by the Servicer (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LJ) ~~delivering~~ the ~~required Opinions~~ delivery of ~~Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and~~ certain ~~other~~ statements as to compliance with the ~~Indenture, in accordance with Section 3.09 of the~~ Indenture (Sections ~~3.06 and~~ 3.09); (MK) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (L) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Pooling and Servicing Agreement; (M) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (N) ~~notifying~~ the ~~Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure~~ monitoring of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SO) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the ~~Trust Estate~~ Collateral in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TP) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UQ) ~~preparing all~~ 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); (VR) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XS) ~~preparing and, after execution~~ the filing of reports required by the ~~Issuer and~~ Commission or under the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders TIA (Section 7.03); (YT) ~~preparing and, after execution by~~ the opening of one or more accounts in the Indenture Trustee's name, ~~providing to~~ the ~~Indenture Trustee for~~ preparation and delivery ~~to Noteholders~~ of Issuer Orders, Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAU) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBV) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCW) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDX) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFY) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGZ) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHAA) ~~notifying~~ the notification of the Rating Agencies, of any merger or consolidation involving the Issuer, the Servicer, the Owner Trustee or the Indenture Trustee and upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to ~~give such~~ provide notification~~, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04)~~; (IIBB) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJCC) ~~causing~~ the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator ~~shall promptly~~ will: (A) except as otherwise expressly provided in the Indenture or the Pooling and Servicing Agreement, pay the Indenture Trustee's fees and reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (B) indemnify the Indenture Trustee and its officers, directors, employees or agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, the Pooling and Servicing Agreement, this Agreement and the other Transaction Documents, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (C) indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees or agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the ~~amount~~ acceptance or administration of ~~any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it~~ the transactions contemplated by the ~~Issuing Entity on any Payment Date in accordance with the terms of~~ Trust Agreement and this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement (and including without limitation, an indemnity as described above with respect to the Trust Depositor's obligations in favor of the Owner Trustee under Section 8.02 of the Trust ~~Agreement and Section 5.06(b) or (c) of the Sale and Servicing~~ Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement). (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Cit Equipment Collateral 2000-2), Administration Agreement (Cit Equipment Collateral 2000-1)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2017-2 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held by~~ Section 3.07(d) of the ~~Issuer under~~ Indenture; (ii) any declaration of acceleration of the ~~laws~~ Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any ~~jurisdiction in connection with ownership~~ Indenture Default pursuant to Section 5.01 of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (iv) any resignation of the ~~Trust Agreement.~~Indenture Trustee pursuant to Section 6.08 of the Indenture;

Appears in 2 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2017-2), Issuer Administration Agreement (BMW Vehicle Lease Trust 2017-2)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2022-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held by~~ Section 3.07(d) of the ~~Issuer under~~ Indenture; (ii) any declaration of acceleration of the ~~laws~~ Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any ~~jurisdiction in connection with ownership~~ Indenture Default pursuant to Section 5.01 of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (iv) any resignation of the ~~Trust Agreement.~~Indenture Trustee pursuant to Section 6.08 of the Indenture;

Appears in 2 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2022-1), Issuer Administration Agreement (BMW Vehicle Lease Trust 2022-1)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [~~reserved~~Reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); ; (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this ~~Agreement, Section 8.02 of the Trust~~ Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2017-D Owner Trust), Administration Agreement (Toyota Auto Receivables 2017-D Owner Trust)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2017-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held by~~ Section 3.07(d) of the ~~Issuer under~~ Indenture; (ii) any declaration of acceleration of the ~~laws~~ Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any ~~jurisdiction in connection with ownership~~ Indenture Default pursuant to Section 5.01 of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (iv) any resignation of the ~~Trust Agreement.~~Indenture Trustee pursuant to Section 6.08 of the Indenture;

Appears in 2 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2017-1), Issuer Administration Agreement (BMW Vehicle Lease Trust 2017-1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement, the Swap Counterparty Rights Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the ~~Issuer~~ Issuing Entity under the ~~Indenture~~ Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the ~~Issuer~~ Issuing Entity under the ~~Indenture~~ Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the ~~Issuer~~ Issuing Entity and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer~~Issuing Entity’s duties under the ~~Indenture~~ Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the ~~Issuer~~ Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the ~~Issuer~~ Issuing Entity to prepare, file or deliver pursuant to the ~~Indenture~~ Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the ~~Issuer~~ Issuing Entity to take pursuant to the Indenture ~~including~~and the Swap Counterparty Rights Agreement, ~~without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the ~~Indenture~~Indenture and the Swap Counterparty Rights Agreement, as applicable): (A) ~~causing~~ the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.4 of the Indenture); (BC) ~~preparing~~ the preparation of notification to of the Noteholders of the final principal payment on their Notes (Section ~~2.07(b)); (C~~2.7(d) ~~fixing or causing to be fixed any specified record date and notifying~~ of the ~~Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)~~Indenture); (D) ~~preparing or obtaining~~ the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparingpreparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.9 of the Indenture); (HE) ~~causing~~ the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) 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~~3.3(c) of the Indenture); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3(c) of the Indenture); (JI) the obtaining and ~~preserving or causing~~ preservation of the ~~Owner Trustee to obtain and preserve the Issuer~~Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section ~~3.04~~3.4 of the Indenture); (KJ) ~~preparing~~ the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections 3.05 and 3.07(c)~~ Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning March 15, 2011 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections ~~3.05~~ 3.6(a), 3.6(b) and ~~3.07(c)~~3.9 of the Indenture); (L) ~~delivering~~ the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying identification to the Indenture Trustee in an Officers’ Certificate ~~any~~ of a Person with whom the ~~Issuer~~ Issuing Entity has contracted to perform its duties under the Indenture (Section ~~3.07~~3.7(b) of the Indenture); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default pursuant to the Trust Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.07(d~~3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) ~~preparing~~ the delivery of notice to the Indenture Trustee and ~~obtaining documents~~ the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Depositor under the Trust Sale and ~~instruments required in connection with~~ Servicing Agreement and each default by the ~~consolidation, merger~~ Seller or ~~transfer of assets~~ the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the ~~Issuer (Section 3.10~~Indenture); (P) ~~delivering notice to~~ the ~~Indenture Trustee~~ monitoring of ~~each Event of Default and each other default by~~ the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the IssuerIssuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an ~~Officer’s Certificate~~ Officers’ Certificate, and the obtaining of the Opinion of Counsel and ~~the~~ an Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section ~~4.01~~4.1 of the Indenture); (SQ) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section ~~5.04~~5.4 of the Indenture); (TR) ~~delivering~~ the preparation and delivery of notice ~~of any resignation~~ to the Noteholders and the Swap Counterparty of the ~~Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any~~ resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section ~~6.08~~6.8 of the Indenture); (US) ~~preparing all~~ 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 any co-trustee or separate trustee (~~Sections 6.08 and 6.10~~Section 6.10 of the Indenture); (VT) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.01~~7.1 of the Indenture); (XU) ~~preparing and~~the preparation, ~~after~~ the execution by on behalf of the ~~Issuer~~ Issuing Entity and the ~~Indenture Trustee,~~ filing with the ~~Commission~~ Securities and Exchange Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section ~~7.03~~7.3 of the Indenture); (YV) ~~preparing and~~the opening of one or more accounts in the Issuing Entity’s name, ~~after execution by~~ the ~~Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders~~ preparation of Issuing Entity Orders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust~~ Designated Accounts (~~Section 8.04~~Sections 8.2 and 8.3 of the Indenture); (AAW) ~~preparing any Issuer~~ the preparation of an Issuing Entity Request and ~~Officers’ Certificates~~ Officer’s Certificate and the obtaining ~~any Opinions~~ of ~~Counsel~~ an Opinion of Counsel, a Materiality Opinion and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections ~~8.05~~ 8.4 and ~~8.06~~8.5 of the Indenture); (BBX) ~~preparing Issuer Orders and~~ the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ indentures (Sections ~~9.01~~9.1, ~~9.02~~ 9.2 and ~~9.03~~9.3 of the Indenture); (CCY) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.6 of the Indenture); (DDZ) ~~delivering to~~ the preparation of the notification of the Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination~~ redemption of the ~~Indenture pursuant to Section 10.01~~ Notes (Sections 10.1 and 10.2 of the ~~Indenture (Section 10.01~~Indenture); (EEAA) ~~preparing forms~~ the preparation of ~~notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the ~~Issuer or~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section ~~11.01(a)~~11.1(a) of the Indenture); (GGBB) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.01(b)~~11.1(b) of the Indenture); (HHCC) ~~notifying~~ the notification of the Rating ~~Agencies,~~ Agencies upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section ~~11.04~~ 11.4 (Section 11.4 of the ~~Indenture (Section 11.04~~Indenture); (IIDD) ~~preparing~~ the preparation and ~~delivering~~ delivery to the Noteholders, the Indenture Trustee ~~for delivery to Noteholders~~ or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section ~~11.06~~11.6 of the Indenture)~~; and~~ ; (JJEE) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15 of the Indenture); (FF) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any consolidation or merger of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement; (GG) the delivery to the Indenture Trustee and the Swap Counterparty of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity and the Swap Counterparty, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement; (HH) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the Indenture in respect of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement); (II) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Depositor of its obligations under the Trust Sale and Servicing Agreement and each default on the part of the Seller of its obligations under the Pooling and Servicing Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement); (JJ) the delivery to the Swap Counterparty, within five (5) Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer’s Certificate delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d) of the Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement); (KK) the notification of the Swap Counterparty with respect to the execution of supplemental indentures and consents under the Indenture (Section 4.05 of the Swap Counterparty Rights Agreement); (LL) the delivery of written notice to the Swap Counterparty at least sixty (60) days prior to the removal of the Administrator without cause pursuant to Section 10(c) of this Agreement (Section 4.10(a) of the Swap Counterparty Rights Agreement); (MM) the delivery to the Swap Counterparty of a copy of any written notice from the Issuing Entity to the Administrator effecting the immediate removal of the Administrator pursuant to Section 10(d) of this Agreement (Section 4.10(b) of the Swap Counterparty Rights Agreement); (NN) the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement); (OO) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the Indenture (Section 4.13(b) of the Swap Counterparty Rights Agreement); and (PP) the delivery to the Swap Counterparty of any notice of redemption of the Notes that the Servicer furnishes to the Indenture Trustee pursuant to Section 10.1 of the Indenture to the extent such notice is not provided by the Servicer to the Swap Counterparty (Section 4.15 of the Swap Counterparty Rights Agreement). (ii) ~~The~~ For so long as Ally Financial is both the Administrator ~~shall promptly pay to~~ and the ~~Owner Trustee~~ Servicer, the ~~amount~~ Administrator will perform those payment and indemnity obligations of ~~any fees, expenses~~ the Servicer under Section 3.01 of the Pooling and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement,~~ Servicing Agreement and Section ~~8.02~~ 6.01 of the Trust ~~Agreement and Section 5.06(b) or (c) of the~~ Sale and Servicing ~~Agreement; provided~~ Agreement in the event that the ~~Owner Trustee shall promptly reimburse the Administrator for any~~ Servicer fails to perform such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreementobligations. (iii) ~~The~~ If Ally Financial is no longer the Administrator, the Administrator shall ~~promptly pay~~ provide any required Rating Agency notices under this Section 2(a) to the ~~Indenture Trustee the amount of any fees~~Depositor, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee who promptly shall ~~promptly reimburse the Administrator for any~~ provide such ~~amounts~~ notices to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing AgreementRating Agencies. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Ally Auto Receivables Trust 2010-3), Administration Agreement (Ally Auto Receivables Trust 2010-3)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 20[__]-[__] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as [_____________] or [___]may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held~~ Section 3.07(d) of the Indenture; (ii) any declaration of acceleration of the Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any Indenture Default pursuant to Section 5.01 of the Indenture; (iv) any resignation of the Indenture Trustee pursuant to Section 6.08 of the Indenture; (v) any merger, consolidation or conversion of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) any Payment Date Certificate posted by the ~~Issuer under the laws of any jurisdiction in connection with ownership~~ Indenture Trustee pursuant to Section 8.03(a) of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (vii) any termination of the ~~Trust Agreement.~~rights and obligations of the Servicer with respect to the SUBI Assets pursuant to Section 2.14(c) of the Servicing Supplement; (viii) any redemption of Notes pursuant to Section 2.19(b) of the Servicing

Appears in 2 contracts

Samples: Issuer Administration Agreement (Financial Services Vehicle Trust), Issuer Administration Agreement (Financial Services Vehicle Trust)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2021-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held by~~ Section 3.07(d) of the ~~Issuer under~~ Indenture; (ii) any declaration of acceleration of the ~~laws~~ Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any ~~jurisdiction in connection with ownership~~ Indenture Default pursuant to Section 5.01 of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (iv) any resignation of the ~~Trust Agreement.~~Indenture Trustee pursuant to Section 6.08 of the Indenture;

Appears in 2 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2021-1), Issuer Administration Agreement (BMW Vehicle Lease Trust 2021-1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.Collateral

Appears in 2 contracts

Samples: Administration Agreement (WFS Receivables Corp), Administration Agreement (WFS Receivables Corp 2)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2018-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held by~~ Section 3.07(d) of the ~~Issuer under~~ Indenture; (ii) any declaration of acceleration of the ~~laws~~ Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any ~~jurisdiction in connection with ownership~~ Indenture Default pursuant to Section 5.01 of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (iv) any resignation of the ~~Trust Agreement.~~Indenture Trustee pursuant to Section 6.08 of the Indenture;

Appears in 2 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2018-1), Issuer Administration Agreement (BMW Vehicle Lease Trust 2018-1)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to~~ maintenance of an office in the ~~Noteholders sufficient funds~~ Borough of Manhattan, The City of New York, for ~~the payment~~ registration of ~~any tax that is legally owed by the Trust~~ transfer or exchange of Notes (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the [____]-[_] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer~~ delivery of ~~assets of the Issuer (Section 3.10); (P) delivering~~ written notice to the Indenture Trustee and each Rating Agency of each ~~Event of~~ Indenture Default and each ~~other default by the~~ Servicer ~~or the Seller under the Sale~~ Default (Sections 3.07(d) and ~~Servicing Agreement (Section 3.19~~3.11); (Qxii) ~~causing the Servicer to comply with all of its duties and obligations with respect to~~ the preparation and obtaining of ~~reports,~~ documents and instruments required for the ~~delivery~~ release of ~~Officer’s Certificates and Opinions of Counsel and~~ the ~~giving of instructions and notices~~ Issuer from its obligations under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.14~~4.01); (Rxiii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxiv) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txv) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxvi) ~~preparing all~~ 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); (Vxvii) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through the Depository Trust Company (Section 7.01); (Xxviii) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxix) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee Note Distribution Account and the ~~Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and~~ taking of all other actions necessary with respect to the investment ~~and reinvestment~~ of funds in therein (Sections 8.02 and 8.05) and the opening of the Certificate Distribution Account (Section 5.01(a) of the Trust ~~Accounts (Section 8.04~~Agreement); (AAxx) ~~preparing any~~ the preparation of an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxi) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders and the Rating Agencies of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxii) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxiii) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant to Section 10.01~~ Trustee and each Rating Agency of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxiv) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxv) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxvi) ~~notifying~~ the notification of each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxvii) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording~~ preparation of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date Definitive Notes in accordance with the ~~terms of this Agreement, Section 8.02~~ instructions of the ~~Trust Agreement and~~ Clearing Agency (Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement2.11). (b) The Administrator shall: (i) pay the Indenture Trustee, in its various capacities, from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) other than overhead, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (iii) pay any indemnity owing by the Issuer to the Indenture Trustee under the Indenture; (iv) pay any indemnity owing by the Transferor to the Owner Trustee under the Trust Agreement; (v) pay the Owner Trustee, Certificate Registrar and Paying Agent from time to time reasonable compensation for all services rendered by the Owner Trustee, Certificate Registrar and 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); (vi) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture; and (vii) 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) other than overhead, except any such expense, disbursement or advance as may be attributable to its willful misconduct, gross negligence or bad faith. (c) In addition to the duties set forth in Sections 1.2(a) and (b), the Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to ~~use its best efforts~~ prepare, file or deliver pursuant to ~~maintain~~ the ~~effectiveness~~ Related Documents, and shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. Subject to Section 1.6, the Administrator shall administer, perform or supervise the performance of ~~all licenses~~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, ~~if any~~are reasonably within the capability of the Administrator and are necessary to effect the transactions contemplated by the Related Documents. (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’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 ~~held~~ withheld by the ~~Issuer under~~ Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the ~~laws of any jurisdiction in connection with ownership~~ Related Documents to the contrary, the Administrator shall be responsible for performance of the ~~Receivables or~~ duties of the ~~terms~~ Owner Trustee set forth in Section 5.03 of the Trust Agreement and Section 2.19 of the Servicing Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid or redeemed, as the case may be, 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 Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement and the ~~Basic Documents and~~ Indenture. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions ~~contemplated thereby until~~ or otherwise deal with any of its Affiliates; provided, however, that the terms of any such ~~time as the Issuer~~ transactions or dealings shall ~~terminate~~ be in accordance with any directions received from the ~~terms~~ Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (h) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator 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 Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the 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 Administrators 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. (i) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuer directs the Administrator 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 ~~Agreement~~Certificateholders.

Appears in 2 contracts

Samples: Administration Agreement, Issuer Administration Agreement (BMW Auto Leasing LLC)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the ~~Indenture~~ Indenture[, the Interest Rate Swap Agreement] and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer's Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XQ) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and ~~providing~~ transmitting of such ~~documents to the Indenture Trustee for delivery~~ summaries to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer's Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms~~ extent the Indenture Trustee is entitled to such indemnification from the Issuer under the Indenture; and (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand. (iii) With respect to the issuance of the VPTNs and the Interest Rate Swap Agreement, the Administrator agrees to perform the following duties (references are to sections of the Indenture): (A) subject to conditions set forth in Section 2.02 of the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as~~ Indenture, causing the Issuer ~~shall terminate~~ to offer each VPTN that may be issued on the Targeted Scheduled Distribution Date for a subclass of the Class A Notes to [_______________] and, if [______________] is unable or unwilling to purchase such VPTN, using reasonable efforts to locate another purchaser and causing the Issuer to offer such VPTN to such purchaser; (B) preparing the Issuer Order, including determining or obtaining all necessary information to be included thereto, for signature by one of the Issuer's Authorized Officers and delivering the same to the Indenture Trustee (Section 2.02); (C) if the Swap Counterparty is required to collateralize any Interest Rate Swap transaction, sending written instructions to the Indenture Trustee to establish individual collateral accounts and to hold any securities deposited therein in trust and to invest any cash amounts therein in accordance with the ~~terms~~ provisions of the ~~Trust~~ Interest Rate Swap Agreement (Section 6.14(iii)); (D) calculating and providing written notification to the Swap Counterparty and to the Indenture Trustee of the notional amount of the Interest Rate Swap as of each Distribution Date on or before the twelfth day of the month of the related Distribution Date (Section 6.1(iv)); (E) obtaining the calculation of LIBOR from the Calculation Agent and calculating the amount of all Swap Payments, Swap Receipts and Swap Termination Payments payable on each Distribution Date, and providing written notification of such amounts to the Swap Counterparty and to the Indenture Trustee prior to such Distribution Date (Section 6.1(iv)); (F) providing the Rating Agencies with a copy of any amendment or supplement to the Interest Rate Swap Agreement at least five days prior to the effective date of such proposed amendment or supplement (Section 6.14(iv)); (G) promptly following the early termination of the Interest Rate Swap Agreement due to a Termination Event or an Event of Default (as such terms are defined in the Interest Rate Swap Agreement), using its reasonable efforts to cause the Issuer to enter into a replacement Interest Rate Swap Agreement with an eligible Swap Counterparty (Section 6.14(v)); (H) upon the occurrence of a downgrade of the Swap Counterparty by the Rating Agencies or of a suspension or withdrawal of its ratings, within 30 days of such downgrade, suspension or withdrawal, causing the Issuer to require that the Swap Counterparty either (1) post collateral acceptable to the Issuer in amounts sufficient to secure its obligations under the Interest Rate Swap Agreement, (2) assign its rights and obligations under the Interest Rate Swap Agreement to a replacement counterparty acceptable to the Issuer or (3) establish other arrangements necessary, if any, in each case so that the Rating Agencies confirm the ratings of the Class A Notes and the VPTNs that were in effect immediately prior to such downgrade, suspension or withdrawal (Section 6.14(vi)); and (I) notifying the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents, including obtaining consents from the Swap Counterparty prior to the adoption of such amendment or supplement if such proposed amendment or supplement would adversely affect such Swap Counterparty's rights or obligations under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement (Section 6.14(vii)).]

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii), Administration Agreement (Nissan Auto Receivables Corp Ii)

Duties of the Administrator. (a) ~~Duties with respect~~ The Fund hereby employs the Administrator to act as administrator of the ~~Note Depository Agreement~~ Fund, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the ~~Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties~~ overall control of the ~~Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties~~ Board of Directors of the ~~Issuer under~~ Fund (the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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“Board”); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing period and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on ~~any Payment Date in accordance with~~ the terms of and conditions set forth in this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. (c) The Administrator shall ~~cause~~ perform (or oversee, or arrange for, the ~~Issuer~~ performance of) the administrative services necessary for the operation of the Fund. Without limiting the generality of the foregoing, the Administrator shall provide the Fund with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject to ~~use~~ review by the Board, shall from time to time determine to be necessary or useful to perform its ~~best efforts~~ obligations under this Agreement. The Administrator shall also, on behalf of the Fund, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Fund should purchase, retain or sell or any other investment advisory services to the Fund. The Administrator shall be responsible for the financial and other records that the Fund is required to maintain and shall prepare, print and disseminate reports to shareholders, and reports and other materials filed with the ~~effectiveness~~ Securities and Exchange Commission (the “SEC”), as applicable. In addition, the Administrator will assist the Fund in determining and publishing (as necessary or appropriate) the Fund’s net asset value, overseeing the preparation and filing of the Fund’s tax returns, and generally overseeing the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others. (d) The Administrator and such others shall for all ~~licenses, if any, required~~ purposes herein be deemed to be ~~held by~~ independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the ~~Issuer~~ Fund in any way or otherwise be deemed agents of the Fund. (e) The Administrator is hereby authorized to enter into one or more sub-administration agreements with other service providers (each a “Sub-Administrator”) pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. Any such sub-administration agreements shall be in conformity with the requirements of the Investment Company Act and other applicable federal and state law and shall contain a provision requiring the Sub-Administrator to maintain such books and records of the Fund as may be required thereby under the ~~laws~~ Investment Company Act in a manner substantially similar to Section 2 of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Poolit Imagine Fund I, Inc.), Administration Agreement (Poolit Horizon Fund I, Inc.)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XQ) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and ~~providing~~ transmitting of such ~~documents to the Indenture Trustee for delivery~~ summaries to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); ; (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; and (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 2 contracts

Samples: Administration Agreement (Nissan Auto Receivables 2005-C Owner Trust), Administration Agreement (Nissan Auto Receivables 2005-B Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]~~approving the form and substance of an Opinion of Counsel or a representation letter of the transferee in connection with the transfer of the Class A-1 Notes (Section 2.04(b)); (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) ~~delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W)~~ causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XW) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YX) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZY) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAZ) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBAA) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCBB) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~CC) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFDD) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGEE) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHFF) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); ; (IIGG) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ (JJHH) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator shall ~~promptly~~ also: (A) pay the Indenture Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse each of the Indenture Trustee, Paying Agent, Note Registrar and Securities Intermediary, to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by such party in accordance with any provision of the Indenture or the Securities Account Control Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent such party is entitled to such reimbursement by the Issuer under the Indenture or the Securities Account Control Agreement; (C) indemnify each of the Indenture Trustee, Paying Agent and Note Registrar for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of such party, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent such party is entitled to such indemnification from the Issuer under the Indenture; (D) indemnify the Securities Intermediary for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Securities Intermediary, arising out of or in connection with the performance of the duties contemplated by the Securities Account Control Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith; (E) pay the Owner Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Trust Agreement with respect to services rendered by the Owner Trustee under the ~~amount~~ Trust Agreement (which compensation shall not be limited by any provision of ~~any fees~~law in regard to the compensation of a Trustee of an express trust); (F) reimburse the Owner Trustee, ~~expenses and indemnification amounts~~ to the extent not ~~otherwise paid or~~ reimbursed ~~to it~~ by the ~~Issuing Entity on any Payment Date~~ Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with ~~the terms of this Agreement, Section 8.02~~ any provision of the Trust Agreement (including the reasonable compensation, expenses and ~~Section 5.06(b~~disbursements of its agents and counsel) ~~or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment~~ is entitled to such reimbursement under the Trust Agreement; and (G) indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or ~~reimbursement~~ expense incurred without gross negligence or bad faith on the part of the Owner Trustee, arising out of or in ~~respect thereof from the Issuing Entity in accordance~~ connection with the ~~terms of Section 5.06(b)~~ acceptance or ~~(c)~~ administration of the ~~Sale~~ transactions contemplated by the Trust Agreement or any other Basic Document, including the reasonable costs and ~~Servicing Agreement. (iii) The Administrator shall promptly pay to~~ expenses of defending itself against any claim or liability in connection with the ~~Indenture Trustee the amount~~ exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by~~ duties under the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts Trust Agreement to the extent the ~~Indenture~~ Owner Trustee ~~subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ is entitled to such indemnification under Section ~~5.06(b) or (c)~~ 8.02 of the ~~Sale and Servicing~~ Trust Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement[Reserved.]

Appears in 2 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2010-B Owner Trust), Administration Agreement (Toyota Auto Receivables 2010-B Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) [reserved]; (G) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (GH) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HI) causing 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); (IJ) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JK) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KL) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LM) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (MN) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NO) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OP) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PQ) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (QR) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Toyota Auto Receivables 2023-a Owner Trust), Administration Agreement (Toyota Auto Receivables 2023-a Owner Trust)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the delivery of prompt written notice to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ of the ~~Noteholders sufficient funds for the payment~~ location, and of any ~~tax that is legally owed~~ change in the location, of any office or agency maintained by the ~~Trust~~ Note Registrar (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with the ~~Indenture, in accordance with~~ Indenture and the preparation and filing of any documents required to be filed pursuant to Section 3.09 of the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, and with respect to each Rating Agency the ~~Rating Agencies~~ responsibility of ~~any~~ making such notice available, of a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2019-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing~~ the delivery of written notice to the Indenture Trustee, the Owner Trustee and the Vehicle Trustee and with respect to each Rating Agency the responsibility of making such written notice available to each Rating Agency, of each Indenture Default and each Servicer Default (Sections 3.07(d) and 3.11); (xii) the duty to make written notice available to each Rating Agency of any merger or consolidation of the Issuer or any conveyance or transfer by the Issuer of any of its properties or assets (including those in the Trust Estate) to any Person other than in accordance with the Basic Documents (Sections 3.15(a) and 3.15(b)) (xiii) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~4.01); (Pxiv) ~~delivering~~ the preparation and delivery of written notice in the form of an Officer’s Certificate to the Indenture Trustee and each Noteholder, and with respect to each Rating Agency, making such written notice available, of ~~each Event~~ any Indenture Default, the status of such Indenture Default and ~~each other default by~~ what action the ~~Servicer~~ Issuer is taking or ~~the Seller under the Sale and Servicing Agreement~~ proposes to take with respect thereto (Section ~~3.19~~5.01); (Qxv) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxvi) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txvii) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxviii) ~~preparing all~~ 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); (Vxix) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through The Depository Trust Company (Section 7.01); (Xxx) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxxi) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the ~~Indenture Trustee for delivery to Noteholders~~ Note Distribution Account (Sections 8.02 and ~~filing with the Commission, any reports required by TIA Sections 313(a), (b~~8.05) and ~~(c); provided, that~~ the ~~Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by~~ opening of the ~~Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Certificate Distribution Account (Section ~~7.04~~5.01(a) of the Trust Agreement); (Zxxii) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxiii) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the ~~Noteholders~~ Noteholders, and with respect ~~thereto and furnishing such notices~~ to the ~~Indenture Trustee for delivery~~ Rating Agencies the duty to ~~Noteholders~~ make available to each Rating Agency, notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxiv) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxv) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant~~ Trustee, and with respect to ~~Section 10.01~~ each Rating Agency the duty to make such notice available to each Rating Agency, of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxvi) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxvii) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxviii) ~~notifying~~ the duty to make notice available to each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxix) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements~~ preparation of Definitive Notes in accordance with ~~respect to alternate payment and notice provisions~~ the instructions of the Clearing Agency (Section ~~11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14~~2.11). (iib) The Administrator ~~shall promptly~~ shall: (i) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture, the Vehicle Trustee pursuant to the SUBI Trust Agreement and the Owner Trustee pursuant to the Trust Agreement; and (ii) promptly pay and/or reimburse to the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer (including, for the avoidance of doubt, in such other capacities as U.S. Bank National Association or Wilmington Trust, National Association may serve pursuant to the terms of the Basic Documents), as applicable, the amount of any fees, expenses and indemnification amounts due and payable to such party on a Payment Date and not otherwise paid or reimbursed to it such party by the ~~Issuing Entity~~ Issuer on ~~any~~ such Payment Date in accordance with the terms of ~~this Agreement,~~ Section ~~8.02~~ 5.04 or 8.04 of the ~~Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Indenture, as applicable; provided that the Indenture Trustee, the Note Registrar, the Certificate Registrar, the Paying Agent, the Owner Trustee and the Asset Representations Reviewer shall promptly reimburse the Administrator for any such amounts to the extent ~~the Owner Trustee~~ such party subsequently receives payment or reimbursement in respect thereof from the ~~Issuing Entity~~ Issuer in accordance with the terms of Section ~~5.06(b)~~ 5.04 or ~~(c)~~ 8.04 of the ~~Sale and Servicing Agreement~~Indenture, as applicable. (~~iii~~c) The Administrator shall ~~promptly pay~~ make available to each Rating Agency notice of (i) the ~~Indenture Trustee the amount~~ occurrence and continuation of any ~~fees, expenses~~ Servicer Default and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ shall specify in such notice the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licensesaction, if any, ~~required~~ being taken in respect of such default pursuant to ~~be held by~~ Section 3.07(d) of the ~~Issuer under~~ Indenture; (ii) any declaration of acceleration of the ~~laws~~ Notes pursuant to Section 5.02 of the Indenture; (iii) the occurrence and continuation of any ~~jurisdiction in connection with ownership~~ Indenture Default pursuant to Section 5.01 of the ~~Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms~~ Indenture; (iv) any resignation of the ~~Trust Agreement.~~Indenture Trustee pursuant to Section 6.08 of the Indenture;

Appears in 2 contracts

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2019-1), Issuer Administration Agreement (BMW Vehicle Lease Trust 2019-1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(d)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (HH) the notification of the Rating Agencies of any waiver of a Default or an Event of Default (Section 5.13); and (II) maintaining the effectiveness of the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (WFS Receivables Corp 3), Administration Agreement (WFS Receivables Corp 3)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on ~~the Closing Date~~ June 19, 2008 and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and the ~~appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (UQ) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);Intentionally Blank (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); ; (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; and (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2008-B Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on ~~the Closing Date~~ October 17, 2007 and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and the ~~appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (UQ) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);Intentionally Blank (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); ; (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; and (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (CD) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)~~); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~); (E) ~~[reserved]~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (F) ~~directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (G) 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); (H) ~~causing~~ 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M) ~~identifying~~ the identification to the Indenture Trustee and the Insurer in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (O) ~~preparing and obtaining documents and instruments required in connection~~ the duty to cause the Master Servicer to comply with the ~~consolidation~~Sale and Servicing Agreement, ~~merger or transfer of assets of the Issuer~~ including Section 5.07 and Articles Four and Seven thereof (Section ~~3.10~~3.14); (P) ~~delivering~~ the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (Q) the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.143.18); (R) the monitoring of the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (T) ~~delivering notice~~ the notification of the Rating Agencies of any ~~resignation~~ waiver of a Default or an Event of Default (Section 5.13); (U) the ~~Indenture Trustee received by the Administrator,~~ preparation and ~~preparing~~ delivery of notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UV) ~~preparing all~~ 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); (VW) ~~delivering to~~ maintaining the ~~Rating Agencies notice~~ effectiveness of ~~any merger or other transaction entered into by~~ the ~~Indenture Trustee~~ sales finance company licenses required under the Maryland Code and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section ~~6.09~~6.14); (WX) ~~causing~~ the ~~Note Registrar to furnish to~~ 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); (XY) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) ~~preparing~~ the ~~related~~ opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer ~~Orders~~ Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AA) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BB) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CC) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DD) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFEE) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGFF) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHGG) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIHH) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJII) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Receivables Corp 2)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer or the Owner Trustee is required to take pursuant to the Indenture ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to ~~sections~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (CD) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(d)~~); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~); (E) ~~[reserved]~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (F) ~~directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (G) 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); (H) ~~causing~~ 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the duty to cause the Master Servicer to comply with the Sale and Servicing Agreement, including Section 5.08 and Articles Four and Seven thereof (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.143.18); (R) the monitoring ~~the Issuer’s obligations as to~~ of 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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S) ~~complying with any written directive~~ the notification of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee Rating Agencies of any ~~portion~~ waiver of ~~the Trust Estate in connection with any~~ a Default or an Event of Default (Section ~~5.04~~5.13); (T) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (U) ~~preparing all~~ 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); (V) ~~delivering to~~ maintaining the ~~Rating Agencies notice~~ effectiveness of ~~any merger or other transaction entered into by~~ the ~~Indenture Trustee~~ sales finance company licenses required under the Maryland Code Annotated, Financial Institutions Section.11-401 et seq. and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section ~~6.09~~6.14); (W) ~~causing~~ the ~~Note Registrar to furnish to~~ 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); (X) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Y) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAZ) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBAA) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCBB) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDCC) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFDD) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGEE) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHFF) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIGG) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJHH) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Financial 2005-1 Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09) ; (E) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (HF) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer's Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XQ) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and ~~providing~~ transmitting of such ~~documents to the Indenture Trustee for delivery~~ summaries to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer's Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement.also: (~~iii~~A) ~~The Administrator shall promptly~~ pay to the Indenture Trustee from time to time the ~~amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date~~ reasonable compensation provided for in ~~accordance with the terms of~~ the Indenture ~~and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that~~ with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly reimburse the Administrator for~~ not be limited by any ~~such amounts~~ provision of law in regard to the ~~extent~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee ~~subsequently receives payment~~ upon its request for all reasonable expenses, disbursements and advances incurred or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held made by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.the

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp /De)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all its duties as Administrator and the duties (other than payment obligations) of the Issuer and the Owner Trustee (other than as required under Article Thirteen of the Trust Agreement) under the ~~Indenture and the Note Depository Agreement~~Related Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties (other than payment obligations) of the Issuer and the Owner Trustee under the ~~Indenture and the Note Depository Agreement~~Related Documents. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (Ai) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (Eiii) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to~~ maintenance of an office in the ~~Noteholders sufficient funds~~ Borough of Manhattan, The City of New York, for ~~the payment~~ registration of ~~any tax that is legally owed by the Trust~~ transfer or exchange of Notes (Section ~~2.07(c)~~3.02); (Giv) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for~~ the ~~release of Collateral (Section 2.09); (H) causing~~ 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); (Iv) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (Jvi) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s ~~qualification~~ qualifications to do business ~~in each jurisdiction in which such qualification is or shall be necessary~~ pursuant to ~~protect the validity and enforceability~~ Section 3.04 of the ~~Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate~~ Indenture (Section 3.04); (Kvii) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other actions as are necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (Mix) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (Nx) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 2009-1 SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (Oxi) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer~~ delivery of ~~assets of the Issuer (Section 3.10); (P) delivering~~ written notice to the Indenture Trustee and each Rating Agency of each ~~Event of~~ Indenture Default and each ~~other default by the~~ Servicer ~~or the Seller under the Sale~~ Default (Sections 3.07(d) and ~~Servicing Agreement (Section 3.19~~3.11); (Qxii) ~~causing the Servicer to comply with all of its duties and obligations with respect to~~ the preparation and obtaining of ~~reports,~~ documents and instruments required for the ~~delivery~~ release of ~~Officer’s Certificates and Opinions of Counsel and~~ the ~~giving of instructions and notices~~ Issuer from its obligations under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.14~~4.01); (Rxiii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (Sxiv) ~~complying~~ the compliance with ~~any written directive~~ Sections 5.04 and 5.17 of the Indenture ~~Trustee~~ with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any Event of~~ a commercially reasonable manner if an Indenture Default shall have occurred and be continuing (~~Section 5.04~~Sections 5.04 and 5.17); (Txv) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (Uxvi) ~~preparing all~~ 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); (Vxvii) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar and the Notes are not held through the Depository Trust Company (Section 7.01); (Xxviii) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing ~~with the Commission and~~ of any ~~applicable state agencies of~~ documents required to be filed ~~on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ pursuant to Section 7.03 of the Indenture ~~Trustee for delivery to the Noteholders~~ (Section 7.03); (Yxix) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ opening of the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee Note Distribution Account and the ~~Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and~~ taking of all other actions necessary with respect to the investment ~~and reinvestment~~ of funds in therein (Sections 8.02 and 8.05) and the opening of the Certificate Distribution Account (Section 5.01(a) of the Trust ~~Accounts (Section 8.04~~Agreement); (AAxx) ~~preparing any~~ the preparation of an Issuer Request ~~and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary~~ for the release of the Trust Estate (~~Sections 8.05 and~~ Section 8.06); (BBxxi) ~~preparing~~ the preparation of Issuer ~~Orders~~ Requests and the obtaining of Opinions of ~~Counsel~~ Counsel, if required with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders and the Rating Agencies of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCxxii) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental indenture, ~~as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ if required (Section ~~9.07~~9.05); (DDxxiii) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ notify the Indenture ~~pursuant to Section 10.01~~ Trustee and each Rating Agency of ~~the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes and ~~furnishing such notices~~ to cause the Indenture Trustee ~~for delivery~~ to provide such notification to the Noteholders (~~Section~~ Sections 10.01 and 10.02); (FFxxiv) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGxxv) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the ~~lien~~ Lien of the Indenture (Section 11.01(b)); (HHxxvi) ~~notifying~~ the notification of each Rating ~~Agencies~~Agency, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);; and (IIxxvii) ~~preparing and delivering to~~ the ~~Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording~~ preparation of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date Definitive Notes in accordance with the ~~terms of this Agreement, Section 8.02~~ instructions of the ~~Trust Agreement and~~ Clearing Agency (Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement2.11). (b) The Administrator shall: (i) pay the Indenture Trustee, in its various capacities, from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) other than overhead, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (iii) pay any indemnity owing by the Issuer to the Indenture Trustee under the Indenture; (iv) pay any indemnity owing by the Transferor to the Owner Trustee under the Trust Agreement; (v) pay the Owner Trustee, Certificate Registrar and Paying Agent from time to time reasonable compensation for all services rendered by the Owner Trustee, Certificate Registrar and 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); (vi) pay any costs associated with the resignation or removal of the Indenture Trustee pursuant to the Indenture; and (vii) 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) other than overhead, except any such expense, disbursement or advance as may be attributable to its willful misconduct, gross negligence or bad faith. (c) In addition to the duties set forth in Sections 1.2(a) and (b), the Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to ~~use its best efforts~~ prepare, file or deliver pursuant to ~~maintain~~ the ~~effectiveness~~ Related Documents, and shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. Subject to Section 1.6, the Administrator shall administer, perform or supervise the performance of ~~all licenses~~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, ~~if any~~are reasonably within the capability of the Administrator and are necessary to effect the transactions contemplated by the Related Documents. (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’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 ~~held~~ withheld by the ~~Issuer under~~ Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the ~~laws of any jurisdiction in connection with ownership~~ Related Documents to the contrary, the Administrator shall be responsible for performance of the ~~Receivables or~~ duties of the ~~terms~~ Owner Trustee set forth in Section 5.03 of the Trust Agreement and Section 2.19 of the Servicing Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid or redeemed, as the case may be, 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 Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement and the ~~Basic Documents and~~ Indenture. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions ~~contemplated thereby until~~ or otherwise deal with any of its Affiliates; provided, however, that the terms of any such ~~time as the Issuer~~ transactions or dealings shall ~~terminate~~ be in accordance with any directions received from the ~~terms~~ Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (h) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator 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 Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the 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 Administrators 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. (i) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuer directs the Administrator 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 ~~Agreement~~Certificateholders.

Appears in 1 contract

Samples: Issuer Administration Agreement (BMW Vehicle Lease Trust 2009-1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions ~~as it~~ that shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) ~~fixing or causing to be fixed any specified record date and notifying~~ the ~~Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing~~ preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (ED) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~4.04); (HE) ~~causing~~ 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); (IF) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JG) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Indenture Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KH) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LI) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (MJ) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NK) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any Servicer Default pursuant to~~ an Event of Termination under the Sale and Servicing Agreement and, if such ~~Servicer Default~~ an Event of Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (~~Section~~ Sections 3.07(d)); (OL) ~~preparing~~ the duty to cause the Servicer to fulfill its obligations under the Sale and Servicing Agreement (Section 3.14); (M) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.11(b)); (PN) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (QO) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 (if required) the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SP) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TQ) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UR) ~~preparing all~~ 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 any co-trustee or separate trustee (~~Sections~~ Section 6.08 and 6.10); (VS) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XT) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YU) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section ~~8.04~~8.02 and 8.03); (AAV) ~~preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions~~ the preparation of ~~Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing~~ Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCW) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the~~ Indenture ~~Trustee for authentication~~ (Section ~~9.07~~9.06); (DDX) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFY) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGZ) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHAA) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIAB) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJAC) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.and

Appears in 1 contract

Samples: Administration Agreement (Green Tree Financial Corp)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and Financial Security Assurance Inc. (the "Insurer") in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); and (HH) maintaining the effectiveness of the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as the Issuer shall terminate in accordance with the terms of~~ by the Trust Agreement., including the reasonable costs and expenses of defending themselves against any

Appears in 1 contract

Samples: Administration Agreement (WFS Financial Auto Loans Inc)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer or the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer's or the Owner Trustee's duties under the Indenture or the Depository Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee ~~is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09); (HF) ~~causing~~ 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); (IG) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) ~~preparing and filing~~ the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LJ) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and ~~delivering~~ the annual delivery of the Officers~~’ Certificates~~ ' Certificate and certain other ~~statements as to compliance with the Indenture~~statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (MK) ~~identifying~~ the identification to the Indenture Trustee in an Officers’ ' Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NL) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligation under the Indenture (Section 3.10); (PN) ~~delivering~~ the delivery of notice to the Indenture Trustee of each Event of Default and each ~~other~~ default by the Servicer or ~~the~~ Seller under the Sale and Servicing Agreement (Section 3.19); (QO) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SP) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TQ) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UR) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VS) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XT) ~~preparing and, after execution by~~ the ~~Issuer~~ preparation and ~~the Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YU) ~~preparing and~~the opening of one or more accounts in the Trust's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officers' Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAV) ~~preparing any~~ the preparation of an Issuer Request and Officers~~’ Certificates~~ ' Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBW) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCX) ~~preparing~~ the preparation and, after execution by the Owner Trustee on behalf of the Issuer, delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDY) ~~delivering to~~ the ~~Rating Agencies notice~~ notification of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or the duty to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFZ) ~~preparing or obtaining~~ the preparation and delivery of all Officers’ ' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGAA) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ ' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHBB) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 ~~of the Indenture~~ (Section 11.04); (IICC) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJDD) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator (other than at any time when the Indenture Trustee, in the capacity as successor Servicer, is also acting as successor Administrator) will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; (D) pay to the Owner Trustee ~~the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed~~ from time to it time reasonable compensation for all services rendered by the ~~Issuing Entity on~~ Owner Trustee under the Trust Agreement (which compensation shall not be limited by any ~~Payment Date~~ provision of law in regard to the compensation of a trustee of an express trust); (E) 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 ~~the terms of this Agreement, Section 8.02~~ any provision of the Trust Agreement (including the reasonable compensation, expenses and ~~Section 5.06(b~~disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (F) ~~or (c) of the Sale and Servicing Agreement; provided that~~ indemnify the Owner Trustee ~~shall promptly reimburse the Administrator for~~ and its agents for, and to hold them harmless against, any ~~such amounts to the extent the Owner Trustee subsequently receives payment~~ losses, liability or ~~reimbursement in respect thereof from the Issuing Entity in accordance with the terms~~ expense incurred without negligence or bad faith on their part, arising out of ~~Section 5.06(b)~~ or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Deere John Receivables Inc)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]~~approving the form and substance of an Opinion of Counsel or a representation letter of the transferee in connection with the transfer of the Class A-1 Notes (Section 2.04(b)); (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09)) ; (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving ~~or causing the Owner Trustee to obtain and preserve~~ the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ ' Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ ' Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SR) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TS) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UT) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering~~ providing to the Rating Agencies ~~notice~~ copies of any ~~merger~~ amendment or ~~other transaction entered into by~~ supplement to the ~~Indenture Trustee~~ Interest Rate Swap Agreement (Section ~~6.09~~6.14(c)); (V) notifying the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents (Section 6.14(d)); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ ' Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the ~~Owner~~ Indenture Trustee for execution and ~~to the Indenture Trustee for~~ authentication (Section 9.07); (DD~~) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFEE) preparing or obtaining all Officers’ ' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGFF) preparing and delivering Officers’ ' Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHGG) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIHH) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJII) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator also will: (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 under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent the Indenture Trustee is entitled to such reimbursement by the Issuer under the Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Indenture Trustee, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent the Indenture Trustee is entitled to such indemnification from the Issuer under the Indenture; and (D) indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the ~~amount~~ part of the Owner Trustee, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, the Indenture, the Note Depository Agreement or this Administration Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ duties under the Trust Agreement ~~and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ is entitled to such indemnification under Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms 8.02 of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Toyota Motor Credit Corp)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note Depository Agreement and the Indenture~~Trust Related Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the ~~Indenture~~ Trust Related Agreements; provided that the Administrator shall not be obligated to perform any of the Issuer’s duties under the Trust Related Agreements relating to the payment of principal or interest on the Notes, reimbursement obligations, fees or any other payment obligations, including without limitation those set forth under Sections 5.03 and 6.07 of the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. The Administrator shall monitor the performance of the Issuer under the Trust Related Agreements and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s duties under the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of or entities of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. In furtherance of of, and subject to, the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the ~~Indenture~~ Trust Related Agreements 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):: (A) ~~causing the Note Register to be kept, appointing the Note Registrar and giving~~ Directing the Indenture ~~Trustee notice of any appointment of a new Note Registrar and the location~~Trustee, ~~or change in location~~by Issuer Order, of the Note Register (Section 2.04); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture ~~Trustee (Section 3.03)~~Trustee; (JB) ~~obtaining~~ Preparing and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the ~~Indenture Trustee of each Event of Default~~ Noteholders and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders Ambac of any removal of the Indenture Trustee and the appointment of a successor Indenture ~~Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08)~~Trustee; (UC) ~~preparing all written instruments required to confirm~~ Preparing an Issuer Order and Officer’s Certificate and obtaining an Opinion of Counsel, if necessary, for any release of property of the ~~authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10)~~Indenture Trust Estate; (VD) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Preparing Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders Requests and obtaining Opinions of Counsel with respect to the execution of ~~any supplemental indentures, preparing~~ amendments to the Indenture and the Trust Agreement and mailing notices to the Noteholders and Ambac with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03)~~amendments; (CCE) ~~preparing new Notes conforming to~~ Paying all expenses in connection with the ~~provisions~~ issuance of the Notes; and (F) Taking all actions on behalf of the Issuer necessary under the XXXX Guarantee Agreements, including without limitation informing XXXX that there are not sufficient Available Funds for the repurchase of Rehabilitated Student Loans in accordance with Section 3.4 of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable ~~(Section 11.14)~~Guaranty Agreement. (ii) The Administrator ~~shall promptly pay to~~ will: (A) Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys’ fees and expenses, incurred in the absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; (B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees’ and expenses, incurred in the ~~amount~~ absence of ~~any fees~~willful misconduct, ~~expenses~~ negligence or bad faith on the part of the Issuer and ~~indemnification amounts~~ the Owner Trustee and their respective agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; provided, however, that the Administrator shall not ~~otherwise paid~~ be required to indemnify the Indenture Trustee, the Issuer or ~~reimbursed~~ the Owner Trustee pursuant to ~~it by~~ Section 1(a) (ii)(A) or (B) of this Agreement so long as the ~~Issuing Entity on any Payment Date~~ Administrator has acted pursuant to the instructions of the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee in accordance with ~~the terms~~ Sections 1(b) or 1(c) of this Agreement~~, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement.and (~~iii~~C) ~~The Administrator shall promptly pay~~ Provide instructions to the Indenture Trustee ~~the amount of any fees, expenses~~ as required by Sections 8.02(d) and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or~~ (ce) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing AgreementIndenture. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (National Collegiate Student Loan Trust 2007-3)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all ~~its duties as Administrator and~~ of the duties of the Issuer under the ~~Indenture and the Note~~ Depository Agreement. In ~~addition, the Administrator shall consult with the Owner Trustee regarding the~~ addition to its duties ~~of the Issuer~~ performed under the ~~Indenture and the Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take ~~pursuant to the Indenture including, without limitation, such of the foregoing as are required~~ with respect to the following matters under the Trust Agreement, Transfer and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture): (Ai) causing the Note Registrar to keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be ~~kept~~kept if the Issuer assumes the duties of Note Registrar, ~~appointing the Note Registrar~~ and giving the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ execution of Definitive Notes in accordance with the ~~notification~~ instructions of any Clearing Agency, the duty to ~~Noteholders~~ attempt to locate a qualified successor to the Clearing Agency, if necessary, and the preparation of written notice to the Indenture Trustee of termination of the ~~final principal payment on their Notes~~ book-entry system through the Clearing Agency (Section ~~2.07(b)~~2.12); (Ciii) ~~fixing~~ causing the Note Registrar to maintain an office for registration of transfer or ~~causing~~ exchange of Notes (Section 3.02); (iv) preparing Issuer Orders required to ~~be fixed~~ appoint any ~~specified record date and notifying~~ Paying Agent, preparing written notices thereof to the Indenture Trustee and ~~Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining~~ the ~~documents~~ Insurer and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee and the ~~instrument~~ Insurer the instruments specified in the Indenture regarding funds held in trust (Section 3.03); (Iv) ~~directing~~ preparing Issuer Orders required to direct the Paying Agent to pay to the Indenture Trustee ~~to deposit moneys with~~ all sums held in trust by the Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section 3.03); (Jvi) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability calculating accrual of ~~the Indenture~~original issue discount, the ~~Notes~~accrual of market discount, and the ~~Collateral~~ amortization of premium on the Notes and ~~each other instrument and agreement included in~~ calculating the ~~Trust Estate~~ resulting withholding taxes (Section ~~3.04~~3.03(v)); (Kvii) ~~preparing and filing~~ executing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments prepared by the Depositor and ~~3.07(c) of~~ delivered to the ~~Indenture,~~ Administrator for execution necessary to protect the ~~Trust Estate~~ Collateral (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering the required Opinions of Counsel on the Closing Date and annually~~upon written notice or actual knowledge thereof, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee and each Rating Agency of each Rapid Amortization Event or Event of ~~Default~~ Master Servicer Termination under the Transfer and Servicing Agreement and each ~~other~~ default by the Master Servicer or the ~~Seller~~ Depositor, as applicable, under the ~~Sale~~ Transfer and Servicing Agreement (Section 3.19); (Qix) ~~causing~~ upon the ~~Servicer~~ request of the Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to ~~comply with all~~ carry out more effectively the purpose of ~~its duties and obligations with respect to~~ the ~~preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement~~ Indenture (Section ~~3.14~~3.20); (Rx) ~~monitoring the Issuer’s obligations as~~ delivering to ~~the~~ each Rating Agency a notice of satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto~~ (Section 4.01); (Sxi) ~~complying with any written directive of~~ furnishing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of ~~Noteholders~~ Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (Xxii) ~~preparing and, after execution~~ permitting the inspection of the Issuer's books to the extent such books are maintained by the ~~Issuer and the Indenture Trustee, filing with the Commission and~~ Administrator (Section 11.17); and (xiii) any ~~applicable state agencies of documents~~ other duties expressly required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution performed by the ~~Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the~~ Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall perform, or cause to be performed on behalf of the ~~Issuer to use its best efforts to maintain the effectiveness of all licenses~~Issuer, ~~if any,~~ any duties expressly required to be ~~held~~ performed by ~~the Issuer~~ it under the ~~laws~~ Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar. (c) The Administrator shall perform the duties of ~~any jurisdiction~~ the Indenture Trustee specified in Section 5.02 of the Transfer and Servicing Agreement required to be performed in connection with ~~ownership~~ the Note Account. (d) The Administrator shall (i) prepare all necessary UCC-3 financing statements for the purpose of continuing or amending the UCC-1 financing statements relating to Xxxxxx Brothers Bank, FSB ("Xxxxxx Bank"), Xxxxxx Brothers Holdings Inc. ("Xxxxxx Holdings"), the Depositor and the Issuer, each naming the appropriate party as debtor and the appropriate party as secured party, as are required and for as long as this Agreement and the Indenture remain outstanding, (ii) submit any such UCC-3 financing statements to the proper parties for execution and (iii) file such UCC-3 financing statements in a timely manner. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator, in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the ~~Receivables or the terms set forth in~~ Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the ~~Basic Documents and~~ Certificateholders by the ~~transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of~~ Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Greenpoint Mortgage Funding Trust 2005-He3)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Indenture ~~and~~ or the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by is necessary to comply with the duties of the Issuer or the Owner Trustee ~~is necessary to comply with the Issuer’s duties~~ under the Indenture ~~and~~ or the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee, as applicable, to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (B) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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~~2.4); (BC) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b~~2.7(e)); (D) ~~preparing or obtaining~~ the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparingpreparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.9); (HE) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2); (G) causing 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~~3.3(c)); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3(b)); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section ~~3.04~~3.4); (KJ) ~~preparing and filing~~ the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections 3.05 and 3.07(c)~~ Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, as to the Trust Estate, and the annual delivery of the Opinion of Counsel, the Officers' Certificate and certain other statements, in accordance with Sections ~~3.05~~ 3.6(b) and ~~3.07(c)~~3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) ~~delivering~~ the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying identification to the Indenture Trustee in an Officers’ ' Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.7(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default pursuant to the ~~Sale~~ Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the ~~Sale~~ Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.07(d~~3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.11(b)); (O) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer~~ delivery of ~~assets of the Issuer (Section 3.10); (P) delivering~~ notice to the Indenture Trustee of each Event of Default ~~and~~ under the Indenture, each ~~other~~ Servicer Default, each default by ~~the Servicer or~~ the Seller under the ~~Sale~~ Pooling and Servicing Agreement and each default by NFC under the Purchase Agreement (Section 3.19); (QP) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section ~~4.01~~4.1); (SQ) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section ~~5.04~~5.4); (TR) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section ~~6.08~~6.8); (US) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections ~~6.08~~ 6.8 and 6.10); (VT) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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~~7.1); (XU) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section ~~7.03~~7.3); (YV) ~~preparing and, after execution by~~ the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.4 and ~~8.06~~8.5); (BBW) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections ~~9.01~~9.1, ~~9.02~~ 9.2 and ~~9.03~~9.3); (CCX) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.6); (DDY) ~~delivering to~~ the notification of Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination~~ redemption of the ~~Indenture pursuant~~ Notes or the duty to ~~Section 10.01 of~~ cause the Indenture Trustee to provide such notification (~~Section 10.01~~Sections 10.1 and 10.2); (EEZ) ~~preparing forms~~ the preparation of ~~notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section ~~11.01(a~~11.1(a)); (GGAA) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ ' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.01(b~~11.1(b)); (HHBB) ~~notifying~~ the notice or other communication to the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such ~~notification, of the information required~~ notice or other communication pursuant to Section ~~11.04 of the Indenture~~ 11.4 (Section ~~11.04~~11.4); (IICC) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section ~~11.06~~11.6); ~~and~~ and (JJDD) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) ~~The~~ In addition, the Administrator ~~shall promptly pay to~~ will indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Navistar Financial Retail Receivables Corporation)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the duties of the Issuer and the Owner Trustee under the Indenture and the Depository Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee ~~is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee, as applicable, to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (B) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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~~2.4); (BC) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b~~2.7(e)); (D) ~~preparing or obtaining~~ the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparingpreparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2-9); (HE) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2); (G) causing 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~~3.3 (c)); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3(b)); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section ~~3.04~~3.4); (KJ) ~~preparing and filing~~ the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections 3.05 and 3.07(c)~~ Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, as to the Trust Estate, and the annual delivery of the Opinion of Counsel, the Officers, Certificate and certain other statements, in accordance with Sections ~~3.05~~ 3.6(b) and ~~3.07(c)~~3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) ~~delivering~~ the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying identification to the Indenture Trustee in an Officers~~’ Certificate any~~ ' certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.7(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default pursuant to the ~~Sale~~ Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the ~~Sale~~ Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.07(d~~3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its Obligations under the Indenture (Section 3.11(b)); (O) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer~~ delivery of ~~assets of the Issuer (Section 3.10); (P) delivering~~ notice to the Indenture Trustee of each Event of Default ~~and~~ under the Indenture, each ~~other~~ Servicer Default, any Insolvency Event with respect to the Seller, each default by ~~the Servicer or~~ the Seller under the ~~Sale~~ Pooling and Servicing Agreement and each default by NFC under the Purchase Agreement (Section 3.19); (QP) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section ~~4.01~~4.1); (SQ) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section ~~5.04~~5.4); (TR) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section ~~6.08~~6.8); (US) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections ~~6.08~~ 6.8 and 6.10); (VT) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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~~7.1); (XU) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section ~~7.03~~7.3); (YV) ~~preparing and, after execution by~~ the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request and ~~Officers’ Certificates~~ officer's Certificate and the obtaining ~~any Opinions~~ of an opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.4 and ~~8.06~~8.5); (BBW) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders Of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections ~~9.01~~9.1, ~~9.02~~ 9.2 and ~~9.03~~9.3); (CCX) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.6); (DDY) ~~delivering to~~ the notification of Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination~~ redemption of the ~~Indenture pursuant~~ Class A-2 Notes or the duty to ~~Section 10.01 of~~ cause the Indenture Trustee to provide such notification (~~Section 10.01~~Sections 10.1 and 10.2); (EEZ) ~~preparing forms~~ the preparation of ~~notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ officer's Certificates, ~~Opinions~~ opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section ~~11.01(a~~11.1(a)); (GGAA) ~~preparing~~ the preparation and ~~delivering Officers’~~ delivery of officers, Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.01(b~~11.1(b)); (HHBB) ~~notifying~~ the notice or other communication to the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such ~~notification, of the information required~~ notice or other communication pursuant to Section ~~11.04 of the Indenture~~ 11.4 (Section ~~11.04~~11.4); (IICC) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section ~~11.06~~11.6); ~~and~~ and (JJDD) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) ~~The~~ In addition, the Administrator ~~shall promptly pay to~~ will indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Navistar Financial Retail Receivables Corporation)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the respective duties of the Issuer~~’s duties~~ , the Owner Trustee or the Trust Agent under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the ~~Issuer~~ Issuer, the Owner Trustee or the Trust Agent to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that ~~is the duty of~~ the Issuer or the Owner Trustee or Trust Agent 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~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification ~~to Noteholders~~ of Noteholders, Financial Guaranty Insurance Company (the “Insurer”) and the Rating Agencies of the final principal payment on ~~their~~ the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 2.07(b)); (CD) ~~fixing~~ the acceptance of delivery, cancellation and disposition of Notes surrendered for payment, registration of transfer, exchange or ~~causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any~~ redemption (Section ~~5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~2.08); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (IG) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes,~~ Notes and the Collateral ~~and each other instrument and agreement included in the Trust Estate~~ (Section 3.04); (KI) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the ~~Trust Estate~~ Collateral (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LJ) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Collateral, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer’s Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (MK) ~~identifying~~ the identification to the Indenture Trustee and the Insurer in an ~~Officers’~~ Officer’s Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d3.07(b)); (OL) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (PM) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, Trust Agent, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.15); (QN) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the ~~Indenture~~ Indenture, the release of the Collateral from the lien of the Indenture, and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SO) ~~complying~~ the compliance with any written directive of the Indenture Trustee or the Insurer, as the case may be, with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the ~~Trust Estate~~ Collateral in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TP) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UQ) ~~preparing all~~ 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); (VR) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XS) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YT) ~~preparing and~~the opening of one or more accounts in the Issuer’s name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer’s Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section ~~8.04~~8.02); (AAU) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer’s Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBV) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCW) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDX) ~~delivering~~ the duty to notify Noteholders, the Insurer and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFY) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section ~~11.01(a)~~11.01); (GGZ) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHAA) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Trust Agent or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIBB) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJCC) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust) (Section 6.07); (B) except as otherwise expressly provided in the Indenture, reimburse each of the Indenture Trustee and the Trust Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or the Trust Agent in accordance with any provision of the Indenture or the Trust Agreement, as applicable (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith (Section 6.07); (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture (Section 6.07); (D) pay to each of the Owner Trustee and the ~~amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed~~ Trust Agent from time to it time reasonable compensation for all services rendered by the ~~Issuing Entity on any Payment Date in accordance with~~ Owner Trustee and the ~~terms of this~~ Trust Agent under the Trust Agreement, as set forth in Section ~~8.02~~ 8.01 of the Trust Agreement and ~~Section 5.06(b) or (c)~~ reimburse each of ~~the Sale and Servicing Agreement; provided that~~ the Owner Trustee ~~shall promptly reimburse~~ and the ~~Administrator~~ Trust Agent upon their request for ~~any such amounts to the extent~~ all reasonable expenses, disbursements and advances incurred or made by each of the Owner Trustee ~~subsequently receives payment or reimbursement in respect thereof from~~ and the ~~Issuing Entity~~ Trust Agent in accordance with ~~the terms of Section 5.06(b) or (c)~~ any provision of the ~~Sale and Servicing Agreement.~~ Trust Agreement (~~iii) The Administrator shall promptly pay to~~ including the ~~Indenture Trustee the amount of any fees~~reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~the Indenture~~ their agents and ~~Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for~~ counsel), except any such ~~amounts~~ expense, disbursement or advance as may be attributable to ~~the extent the Indenture Trustee subsequently receives payment~~ their negligence or ~~reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement.~~bad faith; and (bE) ~~The Administrator shall cause~~ indemnify the ~~Issuer to use its best efforts to maintain~~ Owner Trustee, the ~~effectiveness~~ Trust Agent, each co-trustee and their respective agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction~~ or in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Onyx Acceptance Owner Trust 2005-B)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note Depository Agreement and the Indenture~~Trust Related Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the ~~Indenture~~ Trust Related Agreements; provided that the Administrator shall not be obligated to perform any of the Issuer’s duties under the Trust Related Agreements relating to the payment of principal or interest on the Notes, reimbursement obligations, fees or any other payment obligations, including without limitation those set forth under Sections 5.03 and 6.07 of the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. The Administrator shall monitor the performance of the Issuer under the Trust Related Agreements and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s duties under the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of or entities of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. In furtherance of of, and subject to, the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the ~~Indenture~~ Trust Related Agreements 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):: (A) ~~causing the Note Register to be kept, appointing the Note Registrar and giving~~ Directing the Indenture ~~Trustee notice of any appointment of a new Note Registrar and the location~~Trustee, ~~or change in location~~by Issuer Order, of the Note Register (Section 2.04); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture ~~Trustee (Section 3.03)~~Trustee; (JB) ~~obtaining~~ Preparing and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the ~~Indenture Trustee of each Event of Default~~ Noteholders and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders Ambac of any removal of the Indenture Trustee and the appointment of a successor Indenture ~~Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08)~~Trustee; (UC) ~~preparing all written instruments required to confirm~~ Preparing an Issuer Order and Officer’s Certificate and obtaining an Opinion of Counsel, if necessary, for any release of property of the ~~authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10)~~Indenture Trust Estate; (VD) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Preparing Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders Requests and obtaining Opinions of Counsel with respect to the execution of ~~any supplemental indentures, preparing~~ amendments to the Indenture and the Trust Agreement and mailing notices to the Noteholders and Ambac with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03)~~amendments; (CCE) ~~preparing new Notes conforming to~~ Paying all expenses in connection with the ~~provisions~~ issuance of the Notes; and (F) Taking all actions on behalf of the Issuer necessary under the TXXX Guarantee Agreements, including without limitation informing TXXX that there are not sufficient Available Funds for the repurchase of Rehabilitated Student Loans in accordance with Section 3.4 of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable ~~(Section 11.14)~~Guaranty Agreement. (ii) The Administrator ~~shall promptly pay to~~ will: (A) Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys’ fees and expenses, incurred in the absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; (B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees’ and expenses, incurred in the ~~amount~~ absence of ~~any fees~~willful misconduct, ~~expenses~~ negligence or bad faith on the part of the Issuer and ~~indemnification amounts~~ the Owner Trustee and their respective agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; provided, however, that the Administrator shall not ~~otherwise paid~~ be required to indemnify the Indenture Trustee, the Issuer or ~~reimbursed~~ the Owner Trustee pursuant to ~~it by~~ Section 1(a) (ii)(A) or (B) of this Agreement so long as the ~~Issuing Entity on any Payment Date~~ Administrator has acted pursuant to the instructions of the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee in accordance with ~~the terms~~ Sections 1(b) or 1(c) of this Agreement~~, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement.and (~~iii~~C) ~~The Administrator shall promptly pay~~ Provide instructions to the Indenture Trustee ~~the amount of any fees, expenses~~ as required by Sections 8.02(d) and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or~~ (ce) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing AgreementIndenture. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (National Collegiate Student Loan Trust 2007-4)

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2006-a Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]~~approving the form and substance of an Opinion of Counsel or a representation letter of the transferee in connection with the transfer of the Class A-1 Notes (Section 2.04(b)); (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09)) ; (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) ~~delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W)~~ causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XW) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YX) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZY) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAZ) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBAA) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCBB) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~CC) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFDD) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGEE) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHFF) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); ; (IIGG) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ (JJHH) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator shall ~~promptly~~ also: (A) pay the Indenture Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse each of the Indenture Trustee, Paying Agent, Note Registrar and Securities Intermediary, to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by such party in accordance with any provision of the Indenture or the Securities Account Control Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent such party is entitled to such reimbursement by the Issuer under the Indenture or the Securities Account Control Agreement; (C) indemnify each of the Indenture Trustee, Paying Agent and Note Registrar for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of such party, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent such party is entitled to such indemnification from the Issuer under the Indenture; (D) indemnify Securities Intermediary for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Securities Intermediary, arising out of or in connection with the performance of the duties contemplated by the Securities Account Control Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith; (E) pay the Owner Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Trust Agreement with respect to services rendered by the Owner Trustee under the ~~amount~~ Trust Agreement (which compensation shall not be limited by any provision of ~~any fees~~law in regard to the compensation of a Trustee of an express trust); (F) reimburse the Owner Trustee, ~~expenses and indemnification amounts~~ to the extent not ~~otherwise paid or~~ reimbursed ~~to it~~ by the ~~Issuing Entity on any Payment Date~~ Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with ~~the terms of this Agreement, Section 8.02~~ any provision of the Trust Agreement (including the reasonable compensation, expenses and ~~Section 5.06(b~~disbursements of its agents and counsel) ~~or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment~~ is entitled to such reimbursement under the Trust Agreement; and (G) indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or ~~reimbursement~~ expense incurred without gross negligence or bad faith on the part of the Owner Trustee, arising out of or in ~~respect thereof from the Issuing Entity in accordance~~ connection with the ~~terms of Section 5.06(b)~~ acceptance or ~~(c)~~ administration of the ~~Sale~~ transactions contemplated by the Trust Agreement or any other Basic Document, including the reasonable costs and ~~Servicing Agreement. (iii) The Administrator shall promptly pay to~~ expenses of defending itself against any claim or liability in connection with the ~~Indenture Trustee the amount~~ exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by~~ duties under the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts Trust Agreement to the extent the ~~Indenture~~ Owner Trustee ~~subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ is entitled to such indemnification under Section ~~5.06(b) or (c)~~ 8.02 of the ~~Sale and Servicing~~ Trust Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement[Reserved.]

Appears in 1 contract

Samples: Administration Agreement (Toyota Auto Receivables 2010-a Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds 5 held in trust (Section 3.03); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and Financial Security Assurance Inc. (the "Insurer") in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18);; 6 (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); and (HH) maintaining the effectiveness of the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Financial Auto Loans Inc)

Duties of the Administrator. ~~(a)~~ Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.05); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.08(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.10); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of an Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining ~~the~~ of an Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust Accounts~~ Deposit Account (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Daimlerchrysler Auto Trust 2004-B)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (Nissan 2004-B Administration Agreement) (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on the Closing Date and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer's Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01);; (Nissan 2004-B Administration Agreement) (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and ~~the appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XQ) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and ~~providing~~ transmitting of such ~~documents to the Indenture Trustee for delivery~~ summaries to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer's Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which (Nissan 2004-B Administration Agreement) compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2004-B Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]~~approving the form and substance of an Opinion of Counsel or a representation letter of the transferee in connection with the transfer of the Class A-1 Notes (Section 2.04(b)); (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09)) ; (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving ~~or causing the Owner Trustee to obtain and preserve~~ the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ ' Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ ' Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SR) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TS) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UT) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering~~ providing to the Rating Agencies ~~notice~~ copies of any ~~merger~~ amendment or ~~other transaction entered into by~~ supplement to the ~~Indenture Trustee~~ Interest Rate Swap Agreement (Section ~~6.09~~6.14(c)); (V) notifying the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents (Section 6.14(d)); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ ' Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the ~~Owner~~ Indenture Trustee for execution and ~~to the Indenture Trustee for~~ authentication (Section 9.07); (DD~~) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFEE) preparing or obtaining all Officers’ ' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGFF) preparing and delivering Officers’ ' Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHGG) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIHH) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJII) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator also will: (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 under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent the Indenture Trustee is entitled to such reimbursement by the Issuer under the Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Indenture Trustee, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent the Indenture Trustee is entitled to such indemnification from the Issuer under the Indenture; (D) indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the ~~amount~~ part of the Owner Trustee, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, the Indenture, the Note Depository Agreement or this Administration Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ duties under the Trust Agreement ~~and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment~~ is entitled to such indemnification under Section 8.02 of the Trust Agreement; and (E) indemnify the Delaware Co-trustee for, and hold it harmless against, any loss, liability or ~~reimbursement~~ expense incurred without negligence or bad faith on the part of the Delaware Co-trustee, arising out of or in ~~respect thereof from the Issuing Entity in accordance~~ connection with the ~~terms of Section 5.06(b)~~ acceptance or ~~(c)~~ administration of the ~~Sale~~ transactions contemplated by the Trust Agreement, including the reasonable costs and ~~Servicing Agreement. (iii) The Administrator shall promptly pay to~~ expenses of defending itself against any claim or liability in connection with the ~~Indenture Trustee the amount~~ exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by~~ duties under the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts Trust Agreement to the extent the ~~Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ Delaware Co-trustee is entitled to such indemnification under Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms 11.05 of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Toyota Motor Credit Receivables Corp)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and the Insurer in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with the Sale and Servicing Agreement, including Section 5.07 and Articles Four and Seven thereof (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (HH) the notification of the Rating Agencies of any waiver of a Default or an Event of Default (Section 5.13); and (II) maintaining the effectiveness of the sales finance company licenses required under the Maryland Code and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Receivables Corp)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the ~~Indenture~~ Note Depository Agreement and the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) ~~causing~~ preparing or obtaining the ~~Note Register~~ documents and instruments required for the proper authentication of Notes and delivering the same to ~~be kept,~~ the Indenture Trustee (Section 2.02); (B) appointing the Note Registrar and giving 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); (BC) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (~~C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (~~D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HE) maintaining an office in the Borough of Manhattan, City of New York, for the registration of transfer or exchange of Notes (Section 3.02); (F) causing 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); (IG) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JH) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KI) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LJ) ~~delivering~~ furnishing the required Opinions of Counsel on ~~the Closing Date~~ February 27, 2009 and ~~annually~~at such other times, in accordance with ~~Section~~ Sections 3.06 and 8.06 of the Indenture, and delivering the annual ~~Officers’~~ Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections ~~3.06~~ 3.06, 3.09 and ~~3.09~~8.06); (MK) identifying to the Indenture Trustee in an ~~Officers’~~ Officer’s Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NL) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PN) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RO) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SP) ~~complying with any written directive of~~ preparing and mailing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal notification of the Indenture Trustee and the ~~appointment of a successor Indenture Trustee for delivery~~ Noteholders with respect to ~~Noteholders by the successor Indenture Trustee~~ special payment dates, if any (Section ~~6.08~~5.04(d)); (UQ) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);Intentionally Blank (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAR) preparing any Issuer Request and ~~Officers’~~ Officer’s Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (~~Sections 8.05 and 8.06~~Section 8.04); (BBS) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, ~~preparing~~ and mailing notices to the Noteholders with respect thereto ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Sections 9.01, 9.02 and 9.03); (CCT) ~~preparing~~ executing and delivering new Notes conforming to the provisions of any supplemental indenture, as appropriate ~~and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ (Section ~~9.07~~9.06); ; (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~U) preparing ~~forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGV) preparing and delivering ~~Officers’~~ Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property or securities from the lien of the Indenture (Section ~~11.01(b~~11.01(c)); (HHW) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIX) preparing and delivering to the Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJY) ~~causing the~~ recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall ~~promptly~~ also: (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 under the Indenture (which compensation shall not be limited by any provision of law in regard to the ~~Owner~~ compensation of a trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the ~~amount~~ Indenture Trustee in accordance with any provision of ~~any fees~~the Indenture (including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms~~ disbursements of ~~this Agreement, Section 8.02 of the Trust Agreement~~ its agents and ~~Section 5.06(b~~counsel) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee ~~subsequently receives payment or~~ is entitled to such reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the ~~laws~~ Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of ~~any jurisdiction~~ the Indenture Trustee, arising out of or in connection with ~~ownership~~ the acceptance or administration of the ~~Receivables~~ trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection therewith to the ~~terms set forth in~~ extent the ~~Trust Agreement and the Basic Documents and the transactions contemplated thereby until~~ Indenture Trustee is entitled to such ~~time as~~ indemnification from the Issuer ~~shall terminate in accordance with~~ under the ~~terms~~ Indenture; and (D) pay the reasonable expense of any examination or investigation by the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust Agreement, and if such expense is paid by the Owner Trustee, then such expense shall be reimbursed by the Administrator upon demand.

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2009-1 Owner Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the ~~Sale~~ Transfer and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the ~~Sale~~ Transfer and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.09 and Article XI of the Transfer and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the ~~Seller~~ Depositor under the ~~Sale~~ Transfer and Servicing Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.12); and (HH) the appointment of any successor Calculation Agent (Section 2.15). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Deutsche Recreational Asset Funding Corp)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all ~~its duties as Administrator and~~ of the duties of the Issuer under the ~~Indenture and the Note~~ Depository Agreement. In ~~addition, the Administrator shall consult with the Owner Trustee regarding the~~ addition to its duties ~~of the Issuer~~ performed under the ~~Indenture and the Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take ~~pursuant to the Indenture including, without limitation, such of the foregoing as are required~~ with respect to the following matters under the Trust Agreement, Transfer and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture): (Ai) causing the Note Registrar to keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be ~~kept~~kept if the Issuer assumes the duties of Note Registrar, ~~appointing the Note Registrar~~ and giving the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ execution of Definitive Notes in accordance with the ~~notification~~ instructions of any Clearing Agency, the duty to ~~Noteholders~~ attempt to locate a qualified successor to the Clearing Agency, if necessary, and the preparation of written notice to the Indenture Trustee of termination of the ~~final principal payment on their Notes~~ book-entry system through the Clearing Agency (Section ~~2.07(b)~~2.12); (Ciii) ~~fixing~~ causing the Note Registrar to maintain an office for registration of transfer or ~~causing~~ exchange of Notes (Section 3.02); (iv) preparing Issuer Orders required to ~~be fixed~~ appoint any ~~specified record date and notifying~~ Paying Agent, preparing written notices thereof to the Indenture Trustee and ~~Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining~~ the ~~documents~~ Insurer and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee and the ~~instrument~~ Insurer the instruments specified in the Indenture regarding funds held in trust (Section 3.03); (Iv) ~~directing~~ preparing Issuer Orders required to direct the Paying Agent to pay to the Indenture Trustee ~~to deposit moneys with~~ all sums held in trust by the Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section 3.03); (Jvi) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability calculating accrual of ~~the Indenture~~original issue discount, the ~~Notes~~accrual of market discount, and the ~~Collateral~~ amortization of premium on the Notes and ~~each other instrument and agreement included in~~ calculating the ~~Trust Estate~~ resulting withholding taxes (Section ~~3.04~~3.03(v)); (Kvii) ~~preparing and filing~~ executing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments prepared by the Depositor and ~~3.07(c) of~~ delivered to the ~~Indenture,~~ Administrator for execution necessary to protect the ~~Trust Estate~~ Collateral (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering the required Opinions of Counsel on the Closing Date and annually~~upon written notice or actual knowledge thereof, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee and each Rating Agency of each Rapid Amortization Event or Event of ~~Default~~ Master Servicer Termination under the Transfer and Servicing Agreement and each ~~other~~ default by the Master Servicer or the ~~Seller~~ Depositor, as applicable, under the ~~Sale~~ Transfer and Servicing Agreement (Section 3.19); (Qix) ~~causing~~ upon the ~~Servicer~~ request of the Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to ~~comply with all~~ carry out more effectively the purpose of ~~its duties and obligations with respect to~~ the ~~preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement~~ Indenture (Section ~~3.14~~3.20); (Rx) ~~monitoring the Issuer’s obligations as~~ delivering to ~~the~~ each Rating Agency a notice of satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto~~ (Section 4.01); (Sxi) ~~complying with any written directive of~~ furnishing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of ~~Noteholders~~ Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (Xxii) ~~preparing and, after execution~~ permitting the inspection of the Issuer's books to the extent such books are maintained by the ~~Issuer and the Indenture Trustee, filing with the Commission and~~ Administrator (Section 11.17); and (xiii) any ~~applicable state agencies of documents~~ other duties expressly required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution performed by the ~~Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the~~ Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall perform, or cause to be performed on behalf of the ~~Issuer to use its best efforts to maintain the effectiveness of all licenses~~Issuer, ~~if any,~~ any duties expressly required to be ~~held~~ performed by ~~the Issuer~~ it under the ~~laws~~ Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar. (c) The Administrator shall perform the duties of ~~any jurisdiction~~ the Indenture Trustee specified in Section 5.02 of the Transfer and Servicing Agreement required to be performed in connection with ~~ownership~~ the Note Account. (d) The Administrator shall (i) prepare all necessary UCC-3 financing statements for the purpose of continuing or amending the UCC-1 financing statements relating to Xxxxxx Brothers Bank, FSB (“Xxxxxx Bank”), Xxxxxx Brothers Holdings Inc. (“Xxxxxx Holdings”), the Depositor and the Issuer, each naming the appropriate party as debtor and the appropriate party as secured party, as are required and for as long as this Agreement and the Indenture remain outstanding, (ii) submit any such UCC-3 financing statements to the proper parties for execution and (iii) file such UCC-3 financing statements in a timely manner. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with 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 Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the ~~Receivables or the terms set forth in~~ Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the ~~Basic Documents and~~ Certificateholders by the ~~transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of~~ Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Lehman ABS Corp. Home Equity Loan Trust 2005-1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement, the Sale and Servicing Agreement and the Indenture. (i) The Administrator agrees to perform all ~~its duties as Administrator and~~ of the duties of the Issuer under the ~~Indenture and the~~ Note Depository ~~Agreement~~Agreement and those duties set forth herein. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Sale and Servicing Agreement, the Indenture and the ~~Note Depository~~ Subsequent Transfer Agreement. The Administrator shall monitor the performance of the Issuer and shall ~~advise~~ notify the Owner Trustee when the Adminsitrator has actual knowledge that action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's duties under the ~~Indenture~~ Subsequent Transfer Agreement, Sale and ~~the Note Depository~~ Servicing Agreement~~. The Administrator shall prepare~~, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In ~~furtherance of~~ addition to the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take ~~pursuant to the Indenture including, without limitation, such of the foregoing as are required~~ with respect to the following matters under the Sale and Servicing Agreement and the Indenture (parenthetical section references are to sections of the Indenture): (A) ~~causing~~ the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes; (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.03); (BC) ~~preparing~~ the notification to of Noteholders of the final principal payment on ~~their~~ the Notes ~~(Section 2.07(b)); (C) fixing~~ or ~~causing~~ of the redemption of the Notes or the duty to ~~be fixed any specified record date and notifying~~ cause the Indenture Trustee to provide such notification (Sections 2.06(b) and ~~Noteholders with respect to special payment dates, if any (Section 5.04(b)~~10.02); (D) ~~preparing or obtaining~~ performing the ~~documents and instruments required for~~ function of the ~~proper authentication of Notes and delivering the same~~ Issuer with respect to the ~~Indenture Trustee~~ cancellation of the Notes (Section ~~2.02~~2.07); (E) ~~[reserved]~~the maintenance of an office in the Borough of Manhattan in the City of New York for registration of transfer or exchange of Notes (Section 3.02); (F) ~~directing~~ the delivery to the Indenture Trustee ~~to retain from amounts otherwise distributable to~~ and the ~~Noteholders sufficient funds for~~ Rating Agencies of prompt written notice of each Event of Default of which the ~~payment of any tax that is legally owed by~~ Adminstrator has actual knowledge under the ~~Trust~~ Indenture (Section ~~2.07(c)~~3.14); (G) ~~preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required~~ the duty to act as Paying Agent for the ~~release of Collateral (Section 2.09); (H) causing~~ Issuer and 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); (IH) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NI) notifying the Indenture Trustee and the Rating Agencies of ~~any Servicer Default pursuant to~~ the ~~Sale and Servicing Agreement and, if such Servicer Default arises from the failure~~ occurrence of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each an Event of Default ~~and each other default by the Servicer or the Seller~~ under the Sale and Servicing Agreement ~~(Section 3.19)~~by the Servicer or the Transferor which the Administrator has actual knowledge of; (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RJ) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto~~ (Section 4.01); (SK) ~~complying with any written directive~~ the preparation and filing of ~~the Indenture Trustee with respect to the provision of relevant information~~ all documents and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution reports by the Issuer as required under the Exchange Act, the rules and ~~the Indenture Trustee, filing with~~ regulations of the Commission and ~~any applicable state agencies~~ the TIA at the expense of ~~documents required to be filed on a periodic basis with~~ the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section Company(Section 7.03); (YL) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to notifying the Rating Agencies ~~notice~~ of ~~any prospective termination~~ a redemption of the ~~Indenture pursuant~~ Notes and the duty to ~~Section 10.01 of~~ cause the ~~Indenture~~ Servicer to deposit the Termination Price into the Note Payment Account and the Certificate Distribution Account (Section 10.01); (EEM) ~~preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to~~ providing the Indenture Trustee ~~for delivery~~ with calculations pertaining to ~~Noteholders~~ original issue discount, if any, on the Notes and, if applicable, the accrual of market discount or the amortization of premium on the Notes to the extent the Administrator has received from the Depositor sufficient information to calculate such amounts (Section ~~10.02~~3.03);; and (FFN) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien filing Internal Revenue Service Form 8811 within 30 days of the ~~Indenture (Section 11.01(b)); (HH) notifying~~ Closing Date, designating the ~~Rating Agencies, upon any failure~~ officer of the Indenture Trustee ~~to give such notification, of the~~ that Noteholders may contact for original issue discount information ~~required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements~~ with respect to ~~alternate payment~~ the Notes, and ~~notice provisions (Section 11.06); and (JJ) causing~~ updating such Form at the ~~recording of~~ time or times required by the ~~Indenture, if applicable (Section 11.14)~~Code. (ii) ~~The Administrator~~ Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Servicer shall ~~promptly pay to~~ be responsible for performance of the duties of the Owner Trustee set forth in the ~~amount of any fees~~Owner Trust Agreement with respect to, ~~expenses~~ among other things, accounting and ~~indemnification amounts not otherwise paid or reimbursed~~ reports to ~~it by~~ Owners, and the ~~Issuing Entity on any Payment Date in accordance with~~ Servicer shall be responsible for the ~~terms of this Agreement, Section 8.02~~ performance of the tax duties set forth in Section 5.5 of the Owner Trust Agreement ~~and Section 5.06(b) or (c)~~ upon receipt of the ~~Sale and Servicing Agreement~~Opinion of Counsel specified in Section 5.5 of the Owner Trust Agreement stating that it is necessary to perform such tax duties; ~~provided~~ provided, however, that the Owner Trustee shall ~~promptly reimburse~~ retain responsibility for the ~~Administrator for any such amounts~~ distribution of the Schedule K-1's necessary to enable each Owner to prepare its federal and state income tax returns; provided further, that the ~~extent~~ Indenture Trustee shall receive written notification if there shall be two or more beneficial owners of the Owner ~~Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement~~Trust. (iii) The ~~Administrator~~ Servicer shall ~~promptly pay~~ satisfy its obligations with respect to clauses (a)(ii) above and (b)(ii) below by retaining, at the expense of the Servicer payable by the Servicer, a firm of independent public accountants (the "Accountants") acceptable to the ~~Indenture~~ Owner Trustee which shall perform the ~~amount~~ obligations of the Servicer thereunder. In connection with paragraph (a)(ii) above, the Accountants will provide a letter in form and substance satisfactory to the Owner Trustee and the Administrator as to whether any ~~fees~~tax withholding is then required and, ~~expenses and indemnification amounts not otherwise paid or reimbursed~~ if required, the procedures to ~~it by the Issuing Entity on any Payment Date in accordance~~ be followed with respect thereto to comply with the ~~terms~~ requirements of the ~~Indenture and Section 5.06(b)~~ Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or ~~(c) of the Sale and Servicing Agreement; provided that the Indenture Trustee~~ any previously required tax withholding shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreementno longer be required. (b) ~~The~~ In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator ~~shall cause~~ may enter into transactions with or otherwise deal with any of its affiliates; provided, however, that the ~~Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws~~ terms of any ~~jurisdiction in connection with ownership of the Receivables~~ such transactions or ~~the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer~~ dealings shall ~~terminate~~ be in accordance with any directions received from the ~~terms of~~ Issuer and shall be, in the ~~Trust Agreement~~Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

Appears in 1 contract

Samples: Administration Agreement (Master Financial Asset Securitization Trust 1998-2)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all ~~its duties as Administrator and~~ of the duties of the ~~Issuer~~ Issuing Entity and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In ~~addition, the Administrator shall consult with the Owner Trustee regarding the~~ addition to its duties ~~of the Issuer~~ performed under the ~~Indenture and the Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the ~~Issuer~~ Issuing Entity and the Owner Trustee to take ~~pursuant to the Indenture including, without limitation, such of the foregoing as are required~~ with respect to the following matters under the Trust Agreement, Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture): (Ai) causing the ~~Note Register to be kept, appointing~~ preparation of the ~~Note Registrar~~ Notes for execution by the Owner Trustee and ~~giving~~ authentication by the ~~Indenture Trustee notice~~ Securities Administrator upon the registration of any ~~appointment of a new Note Registrar and the location,~~ transfer or ~~change in location,~~ exchange of the ~~Note Register~~ Notes (~~Section 2.04~~Sections 4.02 and 4.03); (Bii) ~~preparing~~ causing the ~~notification to Noteholders~~ preparation of Definitive Notes in accordance with the ~~final principal payment on their Notes~~ instructions of any Clearing Agency (~~Section 2.07(b~~including the preparation of any temporary notes), (Sections 4.08 and 4.14); (Ciii) ~~fixing or causing~~ the notification to ~~be fixed any specified record date~~ the Owner Trustee, the Note Insurer and ~~notifying~~ each Rating Agency of the ~~Indenture Trustee~~ Issuing Entity’s Event of Default upon actual knowledge of a Responsible Officer of the Securities Administrator of such Event of Default (Sections 3.19 and ~~Noteholders with respect to special payment dates, if any (Section 5.04(b)~~5.01); (Div) ~~preparing or obtaining~~ the ~~documents~~ preparation and ~~instruments required for the proper authentication of Notes and delivering the same~~ filing, after delivery to the Indenture Trustee ~~(Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds~~ for ~~the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~execution, ~~obtaining and/or filing~~ of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be UCC continuation statements necessary to protect the ~~validity and enforceability of the Indenture, the Notes, the~~ Collateral ~~and each other instrument and agreement included in the Trust Estate~~ (Section 3.04); (Kv) ~~preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c)~~ upon the request of the ~~Indenture~~Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to ~~protect~~ carry out more effectively the ~~Trust Estate~~ purpose of the Indenture (~~Sections 3.05 and 3.07(c)~~Section 3.20); (Lvi) delivering ~~the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as~~ to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee each Rating Agency and the ~~Rating Agencies~~ Note Insurer a notice of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto~~ (Section ~~4.01~~4.10); (Svii) ~~complying with any written directive of~~ furnishing the Indenture ~~Trustee~~ Trustee, Securities Administrator or Note Insurer with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of ~~Noteholders~~ Holders of Notes during any period when the ~~Indenture Trustee~~ Securities Administrator is not the Note Registrar (Section 7.01); (Xviii) ~~preparing and, after execution~~ notifying the Owner Trustee if a Responsible Officer of the Securities Administrator obtains actual knowledge or written notice that action by the ~~Issuer and the Indenture Trustee, filing~~ Owner Trustee is necessary to comply with the ~~Commission~~ Issuing Entity’s duties under the Indenture; (ix) causing the preparation of an Issuer Request and ~~any applicable state agencies~~ related documents for authentication of ~~documents required to be filed~~ the Notes, executing such Issuer Request on ~~a periodic basis with~~ behalf of the ~~Commission~~ Issuing Entity and ~~any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents~~ causing delivery of the same to the Indenture Trustee ~~for delivery~~ (Sections 2.02, 4.02 and 4.03) other than with respect to the ~~Noteholders~~ initial issuance of the Notes; (x) notifying the Owner Trustee and the Note Insurer of the Issuing Entity’s noncompliance with its negative covenants upon actual knowledge by a Responsible Officer of the Securities Administrator of such noncompliance (Section 3.07); (xi) making available the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act that is in the Administrator’s possession or reasonably obtainable by it from the Servicer (Section 7.03); (Yxii) ~~preparing and, after execution by the Indenture Trustee, providing~~ mailing to the ~~Indenture Trustee for delivery to~~ Noteholders and ~~filing with~~ the ~~Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that~~ Note Insurer the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary notices with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect their consent to ~~the execution of any~~ such supplemental ~~indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ indentures (Sections 9.01, 9.02 and 9.03);; and (CCxiii) ~~preparing new Notes conforming~~ permitting the inspection of the records required to be maintained pursuant to the ~~provisions of any supplemental indenture, as appropriate and delivering such Notes to~~ Basic Documents by the ~~Owner Trustee for execution and to the Indenture Trustee for authentication~~ Securities Administrator (Section ~~9.07~~10.16); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with 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 Administrator’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall have the same rights, indemnifications and immunities as the Indenture Trustee and Securities Administrator under the Basic Documents, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall ~~cause~~ promptly notify the ~~Issuer~~ Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to ~~use its best efforts~~ the Trust Agreement requiring notice be given to ~~maintain~~ the ~~effectiveness of all licenses, if any,~~ Certificateholders and (iii) any other notice required to be ~~held~~ given to the Certificateholders by the ~~Issuer~~ Owner Trustee under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Gp1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Financial Auto Loans Inc)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note Depository Agreement and the Indenture~~Trust Related Agreements. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the ~~Indenture~~ Trust Related Agreements; provided that the Administrator shall not be obligated to perform any of the Issuer's duties under the Trust Related Agreements relating to the payment of principal or interest on the Notes, reimbursement obligations, fees or any other payment obligations, including without limitation those set forth under Sections 5.03 and 6.07 of the ~~Note Depository Agreement~~Indenture. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. The Administrator shall monitor the performance of the Issuer under the Trust Related Agreements and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's duties under the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of or entities of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the ~~Indenture and the Note Depository Agreement~~Trust Related Agreements. In furtherance of of, and subject to, the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the ~~Indenture~~ Trust Related Agreements 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):: (A) ~~causing the Note Register to be kept, appointing the Note Registrar and giving~~ Directing the Indenture ~~Trustee notice of any appointment of a new Note Registrar and the location~~Trustee, ~~or change in location~~by Issuer Order, of the Note Register (Section 2.04); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture ~~Trustee (Section 3.03)~~Trustee; (JB) ~~obtaining~~ Preparing and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture ~~Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08)~~Trustee; (UC) ~~preparing all written instruments required to confirm~~ Preparing an Issuer Order and Officer's Certificate and obtaining an Opinion of Counsel, if necessary, for any release of property of the ~~authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10)~~Indenture Trust Estate; (VD) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Preparing Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders Requests and obtaining Opinions of Counsel with respect to the execution of ~~any supplemental indentures, preparing~~ amendments to the Indenture and the Trust Agreement and mailing notices to the Noteholders with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03)~~amendments; (CCE) ~~preparing new Notes conforming to~~ Paying all expenses in connection with the ~~provisions~~ issuance of the Notes; and (F) Taking all actions on behalf of the Issuer necessary under the XXXX Guarantee Agreements, including without limitation informing XXXX that there are not sufficient Available Funds for the repurchase of Rehabilitated Student Loans in accordance with Section 3.4 of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable ~~(Section 11.14)~~Guaranty Agreement. (ii) The Administrator ~~shall promptly pay to~~ will: (A) Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys' fees and expenses, incurred in the absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator's duties contemplated by this Agreement; (B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees' and expenses, incurred in the ~~amount~~ absence of ~~any fees~~willful misconduct, ~~expenses~~ negligence or bad faith on the part of the Issuer and ~~indemnification amounts~~ the Owner Trustee and their respective agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator's duties contemplated by this Agreement; provided, however, that the Administrator shall not ~~otherwise paid~~ be required to indemnify the Indenture Trustee, the Issuer or ~~reimbursed~~ the Owner Trustee pursuant to ~~it by~~ Section 1(a) (ii)(A) or (B) of this Agreement so long as the ~~Issuing Entity on any Payment Date~~ Administrator has acted pursuant to the instructions of the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee in accordance with ~~the terms~~ Sections 1(b) or 1(c) of this Agreement~~, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement~~; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement.and (~~iii~~C) ~~The Administrator shall promptly pay~~ Provide instructions to the Indenture Trustee ~~the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it~~ as required by ~~the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and~~ Section ~~5.06(b) or (c~~8.02(d) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing AgreementIndenture. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (National Collegiate Student Loan Trust 2007-2)

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee and Financial Security Assurance Inc. (the "Insurer") in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture ~~Trustee~~ Trustee, the Insurer and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Master Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture ~~Trustee~~ Trustee, the Insurer and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the ~~Indenture Trustee~~ Controlling Party with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); and (HH) maintaining the effectiveness of the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section 6.14). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Receivables Corp)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJXX) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Toyota Auto Receivables 2020-a Owner Trust)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) [determining a Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes, SOFR Adjustment Conforming Changes or any other matters related to or arising in connection with the foregoing (Section 3.01(c) and (e));] (G) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (GH) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (HI) causing 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); (IJ) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JK) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KL) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (LM) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (MN) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (NO) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (OP) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (PQ) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (QR) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (RS) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (ST) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TU) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UV) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (VW) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (WX) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XY) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YZ) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZAA) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AABB) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBCC) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCDD) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DDEE) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EEFF) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); ; (FFGG) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Toyota Auto Finance Receivables LLC)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) ~~fixing or causing to be fixed any specified record date and notifying~~ the ~~Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing~~ preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (ED) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~4.04); (HE) ~~causing~~ 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); (IF) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JG) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Indenture Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KH) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LI) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (MJ) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NK) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any Servicer Default pursuant to~~ an Event of Termination under the Sale and Servicing Agreement and, if such ~~Servicer Default~~ an Event of Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (~~Section~~ Sections 3.07(d)); (OL) ~~preparing~~ the duty to cause the Servicer to fulfill its obligations under the Sale and Servicing Agreement (Section 3.14); (M) the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.11(b)); (PN) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement (Section ~~3.19~~3.18); (QO) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s '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 (if required) the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SP) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TQ) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UR) ~~preparing all~~ 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 any co-trustee or separate trustee (~~Sections~~ Section 6.08 and 6.10); (VS) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XT) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YU) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section ~~8.04~~8.02 and 8.03); (AAV) ~~preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions~~ the preparation of ~~Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing~~ Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCW) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the~~ Indenture ~~Trustee for authentication~~ (Section ~~9.07~~9.06); (DDX) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFY) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGZ) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHAA) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIAB) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJAC) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.and

Appears in 1 contract

Samples: Administration Agreement (Conseco Finance Securitizations Corp)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s 's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~5.04(d)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]~~approving the form and substance of an Opinion of Counsel or a representation letter of the transferee in connection with the transfer of the Class A-1 Notes (Section 2.04(b)); (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving ~~or causing the Owner Trustee to obtain and preserve~~ the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing ~~and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections~~ Section 3.05 ~~and 3.07(c)~~ of the Indenture, necessary to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ ' Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ ' Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SR) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TS) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UT) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (~~V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W~~U) causing the Note Registrar to furnish to 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); (XV) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YW) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZX) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAY) preparing any Issuer Request and Officers’ ' Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBZ) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCAA) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the ~~Owner~~ Indenture Trustee for execution and ~~to the Indenture Trustee for~~ authentication (Section 9.07); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~BB) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFCC) preparing or obtaining all Officers’ ' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGDD) preparing and delivering Officers’ ' Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHEE) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIFF) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ (JJGG) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator also will: (A) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by 5 the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent the Indenture Trustee is entitled to such reimbursement by the Issuer under the Indenture; (C) indemnify the Indenture Trustee for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Indenture Trustee, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent the Indenture Trustee is entitled to such indemnification from the Issuer under the Indenture; (D) indemnify the Owner Trustee for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the ~~amount~~ part of the Owner Trustee, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, the Indenture, the Note Depository Agreement or this Administration Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ duties under the Trust Agreement ~~and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment~~ is entitled to such indemnification under Section 8.02 of the Trust Agreement; and (E) indemnify the Delaware Co-trustee for, and hold it harmless against, any loss, liability or ~~reimbursement~~ expense incurred without negligence or bad faith on the part of the Delaware Co-trustee, arising out of or in ~~respect thereof from the Issuing Entity in accordance~~ connection with the ~~terms of Section 5.06(b)~~ acceptance or ~~(c)~~ administration of the ~~Sale~~ transactions contemplated by the Trust Agreement, including the reasonable costs and ~~Servicing Agreement. (iii) The Administrator shall promptly pay to~~ expenses of defending itself against any claim or liability in connection with the ~~Indenture Trustee the amount~~ exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by~~ duties under the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts Trust Agreement to the extent the ~~Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ Delaware Co-trustee is entitled to such indemnification under Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms 11.05 of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Toyota Motor Credit Receivables Corp)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04~~2.05); (B) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C) the fixing or causing to be fixed of any specified record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.08(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.10); (HF) ~~causing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of an Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each ~~other~~ default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining ~~the~~ of an Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (TS) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (Sections 6.08 and 6.10); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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); (XV) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (YW) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust Accounts~~ Deposit Account (~~Section 8.04~~Sections 8.02 and 8.03); (AAX) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBY) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCZ) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDAA) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFBB) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee (excluding Deutsche Bank National Trust Company and the co-trustee appointed pursuant to the Co-Trustee Agreement) appointed pursuant to Section 6.10 of the Indenture (an "Appointed Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or any Appointed Trustee, as the case may be, under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Appointed Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Appointed Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Appointed Trustee and each of their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys' fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any other Basic Documents; and (D) indemnify the Owner Trustee and each of their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any and all loss, liability, tax (other than taxes based on the ~~amount~~ income of the Indenture Trustee) or expense (including attorneys' fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of their powers or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ duties under the Trust Agreement ~~and Section 5.06(b)~~ or ~~(c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for~~ under any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreementother Basic Documents. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Daimlerchrysler Auto Trust 2003-B)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the ~~Issuer~~ Issuing Entity under the Indenture and the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the ~~Issuer~~ Issuing Entity under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the ~~Issuer~~ Issuing Entity and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer~~Issuing Entity’s duties under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the ~~Issuer~~ Issuing Entity or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the ~~Issuer~~ Issuing Entity to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the ~~Issuer~~ Issuing Entity 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): (A) ~~causing~~ the preparation of (or obtaining of) the documents and instruments required for issuance of the Notes (if not prepared or obtained by the Issuing Entity), including the Officer’s Issuance Certificate and Opinion of Counsel to be delivered in connection with the issuance of each series of Notes, the coordination with the holders of the Revolving Notes of all borrowings under the Revolving Notes and all matters relating to such borrowings, and the preparation of (or obtaining of) the documents and instruments required for authentication of the Notes and delivery of the same to the Authentication Agent (Sections 2.1 and 2.2); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.04); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)~~2.4); (C) ~~fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b))~~[Reserved]; (D) ~~preparing or obtaining~~ the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparingpreparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.9); (HE) ~~causing~~ the preparation of Definitive Term Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office in the place or places specified in the related Officer’s Issuance Certificate for registration of transfer or exchange of Notes (Section 3.2); (G) 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~~3.3); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3); (I) the direction to the Indenture Trustee, pursuant to Section 3.3(e) of the Indenture, to pay such escheated funds to or at the order of the Depositor as the Indenture Trustee holds for payment to the Trust pursuant to Section 3.3(e) of the Indenture; (J) the obtaining and ~~preserving or causing~~ preservation of the ~~Owner Trustee to obtain and preserve the Issuer~~Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section ~~3.04~~3.4); (K) ~~preparing and filing~~ the preparation of all supplements, amendments, financing statements, continuation statements, assignments, certificates, instruments of further assurance and other instruments, in accordance with ~~Sections 3.05 and 3.07(c~~Section 3.5(a) of the Indenture, necessary to protect the Trust Estate (~~Sections 3.05 and 3.07(c~~Section 3.5(a)); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing ~~Date and annually~~Date, in accordance with Section ~~3.06~~ 3.6 of the Indenture, as to the Trust Estate, and ~~delivering~~ the annual delivery of the Officers’ ~~Certificates and certain other statements~~ Certificate, in accordance with Section 3.9 of the Indenture, as to compliance with the ~~Indenture, in accordance with Section 3.09 of the~~ Indenture (Sections ~~3.06~~ 3.6 and ~~3.09~~3.9); (M) ~~identifying~~ the identification to the Indenture Trustee in an Officers’ Certificate ~~any~~ of a Person with whom the ~~Issuer~~ Issuing Entity has contracted to perform its duties under the Indenture (Section ~~3.07~~3.7(b)); (N) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any Servicer~~ a Servicing Default ~~pursuant to~~ under the Trust Sale and Servicing Agreement and, if such ~~Servicer~~ Servicing Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.07(d~~3.7(d)); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the ~~Issuer~~ Issuing Entity from its obligations under the Indenture (Section ~~3.10~~3.11(b)); (P) ~~delivering~~ the delivery of notice to the Indenture ~~Trustee~~ Trustee, and the Rating Agencies of each Event of Default under the Indenture, each Servicing Default, any Insolvency Event with respect to the Depositor, each default on the part of the Depositor or the Servicer of their respective obligations under the Trust Sale and Servicing Agreement and each ~~other~~ default by on the part of GMAC or the Servicer ~~or the Seller~~ of their respective obligations under the ~~Sale~~ Pooling and Servicing Agreement (Section 3.19); (Q) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of ~~its duties and obligations with respect to~~ the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the IssuerIssuing Entity’s obligations as to the satisfaction and discharge of the ~~Indenture and~~ Indenture, the preparation of an ~~Officer’s Certificate and~~ Officers’ Certificate, the obtaining of the Opinion of Counsel ~~and the~~ and, if necessary, an Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section ~~4.01~~4.1); (SR) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section ~~5.04~~5.4(a)); (TS) ~~delivering notice~~ the preparation of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all 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 any co-trustee or separate trustee (Sections ~~6.08~~ 6.8 and 6.10); (VT) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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~~7.1); (XU) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuing Entity (if applicable), the ~~Indenture Trustee,~~ filing with the ~~Commission~~ Indenture Trustee and any ~~applicable state agencies of documents required to be filed on a periodic basis with the Commission and~~ other party named in an Officer’s Issuance Certificate any applicable ~~state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing~~ reports or documents specified in such ~~documents to the Indenture Trustee for delivery to the Noteholders~~ Officer’s Issuance Certificate (Section ~~7.03~~7.3); (YV) ~~preparing and, after execution by~~ the ~~Indenture Trustee, providing to~~ notification of the Indenture Trustee ~~for delivery to Noteholders~~ of the listing of the Notes of any series on any stock exchange, if and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do when such Notes are so ~~by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ listed (Section ~~7.04~~7.4(a)); (ZW) ~~preparing~~ the ~~related Issuer Orders~~ opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuing Entity Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust~~ Designated Accounts (~~Section 8.04~~Sections 8.2 and 8.3); (AAX) ~~preparing any Issuer~~ the preparation of an Issuing Entity Request and ~~Officers’ Certificates~~ Officer’s Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.4 and ~~8.06~~8.5); (BBY) ~~preparing Issuer~~ the preparation of Issuing Entity Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections ~~9.01~~9.1, ~~9.02~~ 9.2 and ~~9.03~~9.3); (CCZ) ~~preparing~~ the preparation and execution of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.6); (DDAA) ~~delivering to~~ the notification of Noteholders, and the Rating Agencies ~~notice~~ of the redemption of any ~~prospective termination of~~ Notes subject to redemption or the duty to cause the Indenture ~~pursuant~~ Trustee to ~~Section 10.01 of the Indenture~~ provide such notification (~~Section 10.01~~Sections 10.1 and 10.2); (EEBB) ~~preparing forms~~ the preparation of ~~notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent ~~Certificates~~ Certificates, if necessary, with respect to any requests by the ~~Issuer or~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section ~~11.01(a~~11.1(a)); (GGCC) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.01(b~~11.1(b)); (HHDD) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section ~~11.04 of the Indenture~~ 11.4 (Section ~~11.04~~11.4); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section ~~11.06~~11.6)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel as required pursuant to Section 11.15 (Section ~~11.14~~11.15); and (GG) the administrator shall prepare, execute and deliver all certificates or other documents required to be delivered by the Issuing Entity pursuant to the Sxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder. (ii) The Administrator ~~shall promptly pay to~~ will perform those payment and indemnity obligations of the ~~Owner Trustee~~ Servicer under Section 3.02 of the ~~amount of any fees, expenses~~ Pooling and ~~indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement,~~ Servicing Agreement and Section ~~8.02~~ 7.1 of the Trust ~~Agreement and Section 5.06(b) or (c) of the~~ Sale and Servicing ~~Agreement; provided~~ Agreement in the event that the ~~Owner Trustee shall promptly reimburse the Administrator for any~~ Servicer fails to perform such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreementobligations. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Superior Wholesale Inventory Financing Trust 2007-Ae-1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer or the Owner Trustee is required to take pursuant to the Indenture ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to ~~sections~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (CD) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(d)~~); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~); (E) ~~[reserved]~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (F) ~~directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (G) 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); (H) ~~causing~~ 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (O) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P) ~~delivering~~ the duty to cause the Master Servicer to comply with the Sale and Servicing Agreement, including Section 5.07 and Articles Four and Seven thereof (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.143.18); (R) the monitoring ~~the Issuer’s obligations as to~~ of 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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S) ~~complying with any written directive~~ the notification of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee Rating Agencies of any ~~portion~~ waiver of ~~the Trust Estate in connection with any~~ a Default or an Event of Default (Section ~~5.04~~5.13); (T) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (U) ~~preparing all~~ 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); (V) ~~delivering to~~ maintaining the ~~Rating Agencies notice~~ effectiveness of ~~any merger or other transaction entered into by~~ the ~~Indenture Trustee~~ sales finance company licenses required under the Maryland Code Annotated, Financial Institutions Section 11-401 et seq. and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section ~~6.09~~6.14); (W) ~~causing~~ the ~~Note Registrar to furnish to~~ 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); (X) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Y) ~~preparing and~~the opening of one or more accounts in the Issuer's name, ~~after execution by~~ the ~~Indenture Trustee~~preparation and delivery of Issuer Orders, ~~providing to the Indenture Trustee for delivery to Noteholders~~ Officer's Certificates and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AAZ) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BBAA) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CCBB) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DDCC) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFDD) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGEE) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHFF) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIGG) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJHH) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Receivables Corp 3)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and all the duties of the Issuer and the Owner Trustee under ~~the Indenture and~~ the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the Issuer’s 's or the Owner Trustee's duties under the Indenture and the Note Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons of~~ Persons of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee 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 (parenthetical section references are to sections of the Indenture): (A1) ~~causing~~ the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (2) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B3) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b~~2.08(b)); (C4) ~~fixing or causing to be fixed any specified record date and notifying~~ the ~~Indenture Trustee and Noteholders~~ preparation of Definitive Notes in accordance with ~~respect to special payment dates, if any~~ the instructions of the Clearing Agency (Section ~~5.04(b)~~2.12); (D5) ~~preparing~~ the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or ~~obtaining the documents and instruments required for the proper authentication~~ exchange of Notes ~~and delivering the same to the Indenture Trustee~~ (Section ~~2.02~~3.02); (E6) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee~~ duty to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I7) ~~directing~~ the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) 8) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction ~~in which such qualification is or shall be necessary~~ where the failure to ~~protect~~ do so would materially and adversely affect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K9) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate in accordance with Section 3.05 of the Indenture (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L10) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates and certain other statements~~ Officer's Certificate as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M11) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d3.07(b)); (O12) ~~preparing~~ the preparation and obtaining of documents and instruments required ~~in connection with~~ for the ~~consolidation, merger or transfer of assets~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10~~3.10(b)); (P13) ~~delivering notice~~ the duty to ~~the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing~~ cause the Servicer to comply with ~~all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under~~ the Sale and Servicing Agreement (Section 3.14); (R14) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, of each default on the part of the Servicer or the Seller of their respective obligations under the Sale and Servicing Agreement, of each default on the part of the Seller of its obligations under the Receivables Purchase Agreement and of each default on the part of the Transferor of its obligations under the Transfer and Sale Agreement (Section 3.19); (15) upon the request of the Indenture Trustee, the execution and delivery of any instruments and the undertaking of any actions reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.20); (16) the monitoring of the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S17) ~~complying~~ the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 4.04); (18) the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (T19) ~~delivering notice of any resignation of~~ provide the Indenture Trustee ~~received~~ with the information required by ~~the Administrator~~law to enable each Noteholder to prepare its federal, state and ~~preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee~~ local income or franchise tax returns (Section ~~6.08~~6.06); (U20) ~~preparing all~~ 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 any co-trustee or separate trustee (~~Sections 6.08 and~~ Section 6.10); (V21) ~~delivering to~~ the ~~Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish~~ furnishing to 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); (X22) ~~preparing and, after execution by~~ provide reasonable and appropriate assistance to the ~~Issuer~~ Servicer with the preparation and ~~the Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies (~~including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (~~Section 7.03); (Y23) ~~preparing and, after execution by~~ the opening of one or more accounts in accordance with the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the ~~Indenture Trustee provides the Administrator with all information necessary to prepare such reports~~ Sale and Servicing Agreement (Section ~~7.04~~8.02); (Z24) ~~preparing~~ the ~~related Issuer Orders and all other actions necessary with respect to investment and reinvestment~~ preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BB25) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ indentures (Sections 9.01, 9.02 and 9.03); (CC26) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.05); (DD27) ~~delivering~~ the duty to ~~the Rating Agencies notice of any prospective termination of~~ cause the Indenture ~~pursuant~~ Trustee to ~~Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to~~ notify Noteholders of ~~any~~ redemption of the Notes ~~and furnishing such notices to the Indenture Trustee for delivery to Noteholders~~ (Section 10.02); (FF28) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG29) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HH30) ~~notifying~~ the ~~Rating Agencies, upon any failure of~~ transmission to the Indenture Trustee ~~to give such notification,~~ of any notice received by the ~~information required pursuant to Section 11.04 of~~ Issuer from the ~~Indenture~~ Noteholders (Section 11.04); (II31) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJ32) ~~causing~~ the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall: (1) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee")) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture, as agreed to between the Administrator and the Indenture Trustee in writing (which compensation shall ~~promptly~~ not be limited by any law relating to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable out-of-pocket expenses, advances and disbursements reasonably incurred by the Indenture Trustee or Separate Trustee, as the case may be, in connection with the performance by the Indenture Trustee or Separate Trustee, as the case may be, of its duties as Indenture Trustee or Separate Trustee; (3) indemnify the Indenture Trustee and any Separate Trustee in accordance with Section 6.07 of their Indenture; (4) pay to the Owner Trustee as compensation for its services under the ~~amount of any fees~~Trust Agreement such fees as have been separately agreed upon between the Administrator and the Owner Trustee, and the Administrator shall reimburse the Owner Trustee for its other reasonable expenses under the Trust Agreement, including the reasonable compensation, expenses and ~~indemnification amounts not otherwise paid or reimbursed to it by~~ disbursements of such agents, representatives, experts and counsel as the ~~Issuing Entity on any Payment Date~~ Owner Trustee may employ in connection with the exercise and performance of its rights and its duties under the Trust Agreement and under the Basic Documents; and (5) indemnify the Owner Trustee and its successors, assigns, agents and servants in accordance with ~~the terms of this Agreement,~~ Section 8.02 of the Trust Agreement ~~and~~ to the extent that amounts thereunder have not been paid pursuant to Section ~~5.06(b) or (c)~~ 5.06 of the Sale and Servicing Agreement~~; provided that~~ . The indemnities and obligations set forth in Sections (1) (2), (3) and (5) above shall survive the discharge of the Indenture, the dissolution of the Issuer and, the resignation or removal of Indenture Trustee, the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the ~~terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time~~ Administrator, as ~~the Issuer shall terminate in accordance with the terms of the Trust Agreement~~applicable.

Appears in 1 contract

Samples: Administration Agreement (Fifth Third Auto Trust 2004-A)

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2009-a Owner Trust)

Duties of the Administrator. ~~(a) Duties with respect~~ The Administrator shall: a. Administer the business and activities of OPEEP, subject to the ~~Note Depository Agreement~~ general supervision and policy direction of the ~~Indenture~~Board of Directors and Executive Committee. ~~(i) The Administrator agrees~~ b. Be responsible for all minutes, notices and records of OPEEP. c. Enter into contracts on behalf of OPEEP. d. Select and enter an agreement with insurance intermediaries and consultants. e. Pay claims to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or ~~the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver~~ on behalf of the ~~Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty~~ Members in accordance with purposes of the ~~Issuer to prepare~~Agreement, ~~file or deliver pursuant to the Indenture~~ Bylaws, and ~~the Note Depository~~ Coverage Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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):. (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds f. Create reserves for the payment of claims. g. Pay or provide for the payment on behalf of Members hereunder all Premiums as they become due to any ~~tax that is legally owed by the Trust (Section 2.07(c));~~reinsurer on any policy of reinsurance. ~~(G) preparing, obtaining and/or filing~~ h. Cause to be maintained accounts of all ~~instruments~~investments, ~~opinions~~ receipts, disbursements and ~~certificates~~ all other transactions affecting funds or property of OPEEP. i. Engage an independent certified public accountant who is appointed by and reports directly to the Board of Directors to perform a financial audit of OPEEP at least once per year and to report regarding such audit to the Members at the meetings of the Members. j. Engage an independent and qualified actuary who is appointed by and reports directly to the Board of Directors to perform actuarial calculations and provide advice regarding the sufficiency of the Loss Funds as frequently as is required for prudent management. k. Publish such claim reports, financial statements and actuarial projections as necessary to advise Members of the current and projected financial status of OPEEP. l. Pay all taxes and assessments that may be levied or assessed under existing or future laws upon, or in respect of, OPEEP or its income. m. Cause the terms and provisions of the Agreement, Bylaws, Rules, Coverage Agreement, and other ~~documents required for the release of Collateral (Section 2.09); (H) causing newly appointed Paying Agents, if any,~~ contracts to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining be performed and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee carried out and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the ~~Issuer (Section 3.10);~~OPEEP to be properly held and administered. ~~(P) delivering notice to~~ n. Pay or provide for the ~~Indenture Trustee~~ payment of ~~each Event~~ all reasonable and necessary expenses of ~~Default~~ administering OPEEP and ~~each other default~~ all charges reasonably incurred by the ~~Servicer or~~ Board of Directors in protecting the ~~Seller under~~ funds and property of OPEEP and in carrying out the ~~Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all~~ purposes of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14)OPEEP. (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Bylaws

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository ~~Agreement~~ Agreements and the Indenture. (i) The Administrator ~~agrees to~~ shall perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository ~~Agreement~~Agreements. ~~In addition, the~~ The Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository ~~Agreement~~Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(c)); (D) ~~preparing~~ the preparation of or obtaining of the documents and instruments required for ~~the proper~~ execution and authentication of the Notes and ~~delivering~~ delivery of the same to the Indenture Trustee (Section 2.02); (E) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (HF) ~~causing~~ 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); (G) 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); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (JI) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (KJ) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (LK) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (ML) ~~identifying to~~ the ~~Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying~~ notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (OM) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice~~ duty to ~~the Indenture Trustee of each Event of Default and each other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing~~ cause the Servicer to comply with ~~all~~ Sections 5.08, 5.09, 5.10 and 6.12 and Article Ten of ~~its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under~~ the Sale and Servicing Agreement (Section 3.14); (RN) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (O) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default and each Servicer Default or the default by the Seller under the Sale and Servicing Agreement (Section 3.18); (P) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (S) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (X) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.the

Appears in 1 contract

Samples: Administration Agreement (Fleetwood Credit Receivables Corp)

Duties of the Administrator. (a) Duties with respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer 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): (A) causing the Note Register to be kept, appointing the Note Registrar and giving 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); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b)~~5.04); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the ~~Trust~~ Issuer (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing 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); (I) directing the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Sections 3.05 and 3.07(c) of the Indenture, necessary to protect the Trust Estate (Sections 3.05 and 3.07(c)); (L) delivering the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the ~~Sale and~~ Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the ~~Sale and~~ Servicing ~~Agreement~~Agreement with respect to the 20[__]-[_] SUBI Assets, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section ~~3.10~~3.10(b)); (P) delivering notice to the Indenture Trustee of each Event of Default and each other default by the Servicer or ~~the Seller~~ TMCC under the ~~Sale and~~ Servicing Agreement (Section ~~3.19~~3.16); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01); (SR) complying with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (TS) ~~delivering notice of any resignation of the Indenture Trustee received by the Administrator, and~~ preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (UT) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); ; (~~V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W~~U) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (XV) preparing and, after execution by the Issuer and the Indenture Trustee, filing with the Commission and any applicable state agencies of documents required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (YW) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (ZX) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AAY) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BBZ) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CCAA) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (~~DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE~~BB) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FFCC) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGDD) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HHEE) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIFF) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ (JJGG) causing the recording of the Indenture, if applicable (Section 11.14).; and (ii) The Administrator shall ~~promptly~~ also: (A) pay the Indenture Trustee, to the extent not paid by the Servicer, from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust); (B) reimburse each of the Indenture Trustee, Paying Agent, Note Registrar and Securities Intermediary, to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by such party in accordance with any provision of the Indenture or the Securities Account Control Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) to the extent such party is entitled to such reimbursement by the Issuer under the Indenture or the Securities Account Control Agreement; (C) indemnify each of the Indenture Trustee, Paying Agent and Note Registrar for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of such party, arising out of or in connection with the acceptance or administration of the trusts and duties contemplated by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith, to the extent such party is entitled to such indemnification from the Issuer under the Indenture; (D) indemnify the Securities Intermediary for, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on the part of the Securities Intermediary, arising out of or in connection with the performance of the duties contemplated by the Securities Account Control Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection therewith; (E) pay the Owner Trustee [and Delaware Trustee], to the ~~amount of any fees, expenses and indemnification amounts~~ extent not ~~otherwise~~ paid ~~or reimbursed to it~~ by the ~~Issuing Entity on~~ Servicer, from time to time the reasonable compensation provided for in the Trust Agreement with respect to services rendered by the Owner Trustee [and Delaware Trustee, respectively,] under the Trust Agreement (which compensation shall not be limited by any ~~Payment Date~~ provision of law in regard to the compensation of a Trustee of an express trust); (F) reimburse [each of] the Owner Trustee [and the Delaware Trustee], to the extent not reimbursed by the Servicer, upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee [or the Delaware Trustee, as applicable,] in accordance with ~~the terms of this Agreement, Section 8.02~~ any provision of the Trust Agreement (including the reasonable compensation, expenses and ~~Section 5.06(b~~disbursements of its agents and counsel) ~~or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts~~ to the extent the Owner Trustee ~~subsequently receives payment~~ [or Delaware Trustee, as applicable,] is entitled to such reimbursement under the Trust Agreement; and (G) indemnify [each of] the Owner Trustee [and Delaware Trustee] for, and hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Owner Trustee [or Delaware Trustee, respectively,] arising out of or in ~~respect thereof from the Issuing Entity in accordance~~ connection with the ~~terms of Section 5.06(b)~~ acceptance or ~~(c)~~ administration of the ~~Sale~~ transactions contemplated by the Trust Agreement or any other Basic Document, including the reasonable costs and ~~Servicing Agreement. (iii) The Administrator shall promptly pay to~~ expenses of defending itself against any claim or liability in connection with the ~~Indenture Trustee the amount~~ exercise or performance of any ~~fees, expenses and indemnification amounts not otherwise paid~~ of its powers or ~~reimbursed to it by~~ duties under the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts Trust Agreement to the extent the ~~Indenture~~ Owner Trustee ~~subsequently receives payment~~ [or ~~reimbursement in respect thereof from the Issuing Entity in accordance with the terms of~~ Delaware Trustee, as applicable,] is entitled to such indemnification under Section ~~5.06(b) or (c)~~ 8.02 of the ~~Sale and Servicing~~ Trust Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement[Reserved.]

Appears in 1 contract

Samples: Administration Agreement (Toyota Lease Trust)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the ~~Issuer~~ Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement [, the [Swap][Cap] Counterparty Rights Agreement] and the Note Depository Agreement[ and the Grantor Trust under the Indenture and the ~~Note Depository~~ Grantor Trust Agreement~~. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement~~]. The Administrator shall monitor the performance of the ~~Issuer~~ Issuing Entity and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer~~Issuing Entity’s duties under the ~~Indenture and~~ Indenture, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement [, the [Swap][Cap] Counterparty Rights Agreement] and the Receivables Contribution Agreement. [The Administrator shall ~~prepare, execute and file or deliver on behalf~~ monitor the performance of the ~~Issuer~~ Grantor Trust and shall advise the Grantor Trust Trustee when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement and the Grantor Trust Agreement.] The Administrator shall prepare for execution by the Issuing Entity [or the Grantor Trust] or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the ~~Issuer~~ Issuing Entity [or the Grantor Trust] to prepare, file or deliver pursuant to the ~~Indenture~~ Indenture, the Servicing Agreement, the Trust Agreement[, the Grantor Trust Agreement] [, the [Swap][Cap] Counterparty Rights Agreement] and the Note Depository Agreement, as applicable. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of [(i)] the ~~Issuer~~ Issuing Entity to take pursuant to the Indenture ~~including~~[, ~~without limitation~~the [Swap][Cap] Counterparty Rights Agreement] and the Trust Agreement, including such of the foregoing as are required with respect to the following matters under the Indenture[, the [Swap][Cap] Counterparty Rights Agreement] and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable) [and (ii) the Grantor Trust to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Grantor Trust Agreement (references are to sections of the ~~Indenture):~~Indenture and the Grantor Trust Agreement, as applicable)]: (A) ~~causing~~ the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register ~~(Section 2.04); (B) preparing~~ and the ~~notification to Noteholders~~ preparation of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining of the documents and instruments required for the ~~proper authentication~~ exchange of the Notes and ~~delivering the same~~ delivery of such documents or instruments to the Indenture Trustee (Section ~~2.02~~2.4 of the Indenture); (EC) ~~[reserved]; (F) directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to~~ preparation of the notification of the Noteholders ~~sufficient funds for~~ of the final payment of ~~any tax that is legally owed by the Trust~~ principal of and interest on their Notes (Section ~~2.07(c)~~2.7(d) of the Indenture); (GD) ~~preparing~~the preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.9 of the Indenture); (HE) ~~causing~~ the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the preparation, the execution and the delivery on behalf of the [Issuing Entity][Grantor Trust] of any agreement or certificate pursuant to any Forward Commitment Transfers in connection with the sale of a Charged-Off Receivable (Section 2.3(b) of the Servicing Agreement); (G) 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~~3.3(c) of the Indenture); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3(c) of the Indenture); (JI) the obtaining and ~~preserving or causing~~ preservation of the ~~Owner Trustee to obtain and preserve the Issuer~~Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.04~~3.4 of the Indenture); (KJ) ~~preparing~~ the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections 3.05 and 3.07(c)~~ Section 3.5 of the Indenture, necessary to protect the ~~Trust Estate~~ Collateral (Section 3.5 of the Indenture); (K) the delivery of the Opinion of Counsel on the [Initial] Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before [March 31] (or, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning [March 31], 20[ ] regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Collateral, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections ~~3.05~~ 3.6(a), 3.6(b) and ~~3.07(c)~~3.9 of the Indenture); (L) ~~delivering~~ the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying identification to the Indenture Trustee in an Officers’ Certificate ~~any~~ of a Person with whom the ~~Issuer~~ Issuing Entity has contracted to perform its duties under the Indenture (Section ~~3.07~~3.7(b) of the Indenture); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer ~~Default~~ Termination Event pursuant to the ~~Sale and~~ Servicing Agreement and, if such Servicer ~~Default~~ Termination Event arises from the failure of the Servicer to perform any of its duties under the ~~Sale and~~ Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.07(d~~3.7(d) of the Indenture); (N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture); (O) ~~preparing~~ the delivery of notice to the Indenture Trustee and ~~obtaining documents~~ the Rating Agencies of each Event of Default under the Indenture, each Servicer Termination Event, each default by the Depositor under the Receivables Transfer Agreement and ~~instruments required in connection with~~ each default by the ~~consolidation, merger or transfer of assets~~ Seller under the Receivables Purchase Agreement (Section 3.19 of the ~~Issuer (Section 3.10~~Indenture); (P) ~~delivering notice to~~ the ~~Indenture Trustee~~ monitoring of ~~each Event of Default and each other default by~~ the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the IssuerIssuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an ~~Officer’s Certificate~~ Officers’ Certificate, and the obtaining of the Opinion of Counsel and ~~the~~ an Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section ~~4.01~~4.1 of the Indenture); (SQ) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the ~~Trust Estate~~ Collateral in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section ~~5.04~~5.4 of the Indenture); (TR) ~~delivering notice of~~ [the duty to remove the Asset Representations Reviewer or appoint a replacement Asset Representations Reviewer and cause the retiring Asset Representations Reviewer to provide the successor Asset Representations Reviewer with any ~~resignation~~ information relating to an ongoing Asset Representations Review (Section 5.17 of the ~~Indenture Trustee received by~~ Indenture)]; (S) the ~~Administrator,~~ preparation and ~~preparing~~ delivery of notice to the Noteholders [and the [Swap][Cap] Counterparty] of ~~any~~ the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section ~~6.08~~6.8 of the Indenture); (UT) ~~preparing all~~ 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 any co-trustee or separate trustee (~~Sections 6.08 and 6.10~~Section 6.10 of the Indenture); (VU) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee~~ with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.01~~7.1 of the Indenture); (XV) ~~preparing and~~the preparation, ~~after~~ the execution by on behalf of the ~~Issuer~~ Issuing Entity and the ~~Indenture Trustee,~~ filing with ~~the Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of additional information, documents and reports required to be filed on a periodic basis ~~with~~ with, and summaries thereof, as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmision of such summaries, ~~and providing such documents~~ as necessary to ~~the Indenture Trustee for delivery to the~~ Noteholders (Section ~~7.03~~7.3 of the Indenture); (YW) ~~preparing and~~the opening of one or more accounts in the Issuing Entity’s name, ~~after execution by~~ the ~~Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders~~ preparation of Issuing Entity Orders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the ~~Trust~~ Designated Accounts (Sections 8.2 and 8.3 of the Indenture); (X) the preparation of an Issuing Entity Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture); (Y) the preparation of Issuing Entity Orders, the obtaining of Opinions of Counsel and the notification of the Rating Agencies with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section ~~8.04~~9.5 of the Indenture); (AA) ~~preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for~~ the ~~release~~ preparation of the ~~Trust Estate~~ notification of the Noteholders and the Rating Agencies of redemption of the Notes (Sections ~~8.05~~ 10.1 and ~~8.06~~10.2 of the Indenture); (BB) ~~preparing Issuer Orders and obtaining Opinions~~ the preparation of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all ~~Officers’~~ Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the ~~Issuer or~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section ~~11.01(a)~~11.1(a) of the Indenture); (GGCC) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.01(b)~~11.1(b) of the Indenture); (HHDD) ~~notifying~~ the notification of the Rating ~~Agencies,~~ Agencies upon ~~any~~ the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section ~~11.04~~ 11.4 of the Indenture (Section ~~11.04~~11.4 of the Indenture); (IIEE) ~~preparing~~ the preparation and ~~delivering~~ delivery to the Noteholders, the Indenture Trustee ~~for delivery to Noteholders~~ or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section ~~11.06~~11.6 of the Indenture)~~; and~~ ; (JJFF) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15 of the Indenture); (GG) the duty to cause the Issuing Entity to request such information as is necessary to determine the obligations under the Trust Agreement pursuant to FATCA provisions (Section 3.4(l) of the Trust Agreement); (HH) [Add additional duties required by the [Swap][Cap] Counterparty Rights Agreement]; (II) the duty to determine whether a transfer of a Certificate complies with Section 3.4(i) through Section 3.4(l) of the Trust Agreement (Section 3.4(q) of the Trust Agreement); (JJ) the preparation of Definitive Certificates and arranging the delivery thereof (Section 3.12 of the Trust Agreement); (KK) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Trust Agreement); (LL) [the duty to cause the Grantor Trust to request such information as is necessary to determine the obligations under the Grantor Trust Agreement pursuant to FATCA provisions (Section 3.4(g) through Section 3.4(h) of the Grantor Trust Agreement) (Section 3.4(k) of the Trust Agreement); (MM) the duty to determine whether a transfer of the Grantor Trust Certificate complies with Section 3.4(g) through Section 3.4(h) of the Grantor Trust Agreement; and (NN) the obtaining of Opinions of Counsel with respect to the execution of amendments (Sections 8.1 and 8.2 of the Grantor Trust Agreement).] (ii) ~~The~~ If Carvana is no longer the Administrator, the Administrator shall ~~promptly pay~~ provide any required Rating Agency notices under this Section 2(a) to the ~~Owner Trustee the amount of any fees~~Depositor, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee who promptly shall ~~promptly reimburse the Administrator for any~~ provide such ~~amounts~~ notices to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing AgreementRating Agencies. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Carvana Receivables Depositor LLC)

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables Corp Ii)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the Note Depository ~~Agreement~~ Agreements and the ------------------------------------------------------------- Indenture.. --------- (i) The Administrator agrees to perform all its duties as Administrator and the duties of the ~~Issuer~~ Owner Trustee under the Indenture and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the ~~Issuer~~ Owner Trustee under the Indenture ~~and~~ or the Note Depository Agreement. The Administrator shall monitor the performance of the ~~Issuer~~ Owner Trustee and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ duties of the Owner Trustee under the Indenture ~~and~~ or the Note Depository Agreement. The Administrator shall ~~prepare, execute and file or deliver on behalf of~~ prepare for execution by the ~~Issuer~~ Owner Trustee or shall cause the preparation by other appropriate ~~persons~~ Persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the ~~Issuer~~ Owner Trustee to prepare, file or deliver pursuant to the Indenture ~~and~~ or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the ~~Issuer~~ Owner Trustee to take pursuant to the Indenture ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2); (B) causing the Note Register to be ~~kept, appointing the Note Registrar~~ kept and giving 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~~2.4); (BC) ~~preparing~~ the notification to of Noteholders of the final principal payment on their Notes (Section ~~2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b~~2.7(e)); (D) ~~preparing or obtaining~~ the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparingpreparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of ~~Collateral~~ collateral (Section ~~2.09~~2.9); (HE) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2); (G) causing 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~~3.3(c)); (IH) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section ~~3.03~~3.3(b)); (I) [RESERVED]; (J) ~~obtaining and preserving or causing~~ the ~~Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability~~ preparation of ~~the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) preparing and filing~~ all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with ~~Sections 3.05 and 3.07(c)~~ Section 3.5 of the Indenture, necessary to protect the Trust Estate (Section 3.5); (K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, as to the Trust Estate, and the annual delivery of the Opinion of Counsel, the Officers' Certificate and certain other statements, in accordance with Sections ~~3.05~~ 3.6(b) and ~~3.07(c)~~3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (L) ~~delivering~~ the required Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying identification to the Indenture Trustee in an Officers’ ' Certificate ~~any~~ of a Person with whom the ~~Issuer~~ Owner Trustee has contracted to perform its duties under the Indenture (Section ~~3.07~~3.7(b)); (NM) ~~notifying~~ the notification of the Indenture Trustee and the Rating Agencies of ~~any~~ a Servicer Default pursuant to the ~~Sale~~ Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the ~~Sale~~ Pooling and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.07(d~~3.7(d)); (N) the preparation and obtaining of documents and instruments required for the release of the Owner Trustee from its obligations under the Indenture (Section 3.11(b)); (O) ~~preparing and obtaining documents and instruments required in connection with~~ the ~~consolidation, merger or transfer~~ delivery of ~~assets of the Issuer (Section 3.10); (P) delivering~~ notice to the Indenture Trustee of each Event of Default ~~and~~ under the Indenture, each ~~other~~ Servicer Default, each default by ~~the Servicer or~~ the Seller under the ~~Sale~~ Pooling and Servicing Agreement and each default by NFC under the Purchase Agreement (Section 3.19); (QP) ~~causing~~ the ~~Servicer to comply with all~~ monitoring of ~~its duties and obligations with respect to~~ the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.14); (R) monitoring the Issuer’s Owner Trustee's obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(as defined in the Indenture) related~~ relating thereto (Section ~~4.01~~4.1); (SQ) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section ~~5.04~~5.4); (TR) ~~delivering notice~~ the preparation and delivery of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing~~ notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section ~~6.08~~6.8); (US) ~~preparing all~~ 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 any ~~co-~~co- trustee or separate trustee (Sections ~~6.08~~ 6.8 and 6.10); (VT) ~~delivering to~~ the ~~Rating Agencies notice~~ furnishing of ~~any merger or other transaction entered into by~~ the Indenture Trustee ~~(Section 6.09); (W) causing the Note Registrar to furnish to 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~~7.1); (XU) ~~preparing~~ the preparation and, after execution by the ~~Issuer and the Indenture~~ Owner Trustee, the filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section ~~7.03~~7.3); (YV) ~~preparing and, after execution by~~ the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment preparation of ~~funds in the Trust Accounts (Section 8.04); (AA) preparing any~~ an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.4 and ~~8.06~~8.5); (BBW) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections ~~9.01~~9.1, ~~9.02~~ 9.2 and ~~9.03~~9.3); (CCX) ~~preparing~~ the execution and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.6); (DDY) ~~delivering to~~ the notification of Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination~~ redemption of the ~~Indenture pursuant~~ Notes or the duty to ~~Section 10.01 of~~ cause the Indenture Trustee to provide such notification (~~Section 10.01~~Sections 10.1 and 10.2); (EEZ) ~~preparing forms~~ the preparation of ~~notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining~~ all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the ~~Issuer or~~ Owner Trustee to the Indenture Trustee to take any action under the Indenture (Section ~~11.01(a~~11.1(a)); (GGAA) ~~preparing~~ the preparation and ~~delivering~~ delivery of Officers’ ' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.01(b~~11.1(b)); (HHBB) ~~notifying~~ the notice or other communication to the Rating Agencies, upon ~~any~~ the failure of the Indenture Trustee to give such ~~notification, of the information required~~ notice or other communication pursuant to Section ~~11.04 of the Indenture~~ 11.4 (Section ~~11.04~~11.4); (IICC) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section ~~11.06~~11.6); ~~and~~ and (JJDD) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) ~~The~~ In addition, the Administrator ~~shall promptly pay to~~ will indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence, willful misconduct or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Navistar Financial Retail Receivables Corporation)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note Depository Agreement~~ Indenture and the ~~Indenture. (i)~~ Depository Agreement. The Administrator agrees to perform ~~all~~ its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer's or the Owner Trustee's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or the Owner Trustee ~~is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, ~~certificates~~ certificates, notices and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Administrator, Issuer or the Owner Trustee to take pursuant to the Indenture ~~including~~and the Depository Agreement, including without ~~limitation,~~ limitation such ~~of the foregoing~~ actions as are required with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture): (Ai) directing the Indenture Trustee to authenticate and deliver the Notes for original issue (Section 2.2); (ii) pending the preparation of Definitive Notes, directing the Indenture Trustee to authenticate and deliver temporary Notes (Section 2.3); (iii) if temporary Notes are issued, causing Definitive Notes to be prepared without unreasonable delay (Section 2.3); (iv) causing the Note Register to be ~~kept~~kept (Section 2.4); (v) if a Person other than the Indenture Trustee is appointed as Note Registrar, ~~appointing the Note Registrar and~~ giving the Indenture Trustee prompt written notice of ~~any~~ such appointment ~~of a new Note Registrar~~ and the location, or and any change in such location, of the Note Register (Section ~~2.04~~2.4); (B) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) fixing or causing to be fixed any specified record date and notifying the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (Fvi) directing the Indenture Trustee to ~~retain from amounts otherwise distributable to the Noteholders sufficient funds~~ authenticate and deliver, in exchange for ~~the payment~~ or in lieu of any ~~tax that is legally owed by the Trust~~ mutilated, destroyed, lost or stolen Note, a replacement Note (Section ~~2.07(c)~~2.5); (Gvii) ~~preparing, obtaining and/or filing of all instruments, opinions~~ delivering at any time to the Indenture Trustee for cancellation any Notes previously authenticated and ~~certificates and other documents required for~~ delivered under the ~~release of Collateral~~ Indenture that the Issuer may have acquired in any manner whatsoever (Section ~~2.09~~2.7); (Hviii) directing that cancelled Notes be destroyed or returned to the Issuer (Section 2.7); (ix) directing the Indenture Trustee to release property from the lien of the Indenture (Section 2.8); (x) advising the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Depository Agreement (Section 2.11); (xi) advising the Indenture Trustee in writing that the Administrator elects to terminate the book-entry system through the Clearing Agency (Section 2.11); (xii) if Definitive Notes are issued and the Indenture Trustee is not the Note Registrar, furnishing or causing to be furnished to the Indenture Trustee a list of the names and addresses of the Noteholders (Section 2.11); (xiii) directing the Indenture Trustee to appoint one or more Authenticating Agents with power to act on behalf of the Issuer (Section 2.12); (xiv) appointing the Indenture Trustee as agent for the Issuer to receive all surrenders, notices and demands in respect of the Notes (Section 3.2); (xv) causing ~~newly appointed~~ each Paying ~~Agents, if any,~~ Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding ~~funds held in trust~~ the duties of the Paying Agent (Section ~~3.03~~3.3); (Ixvi) directing any Paying Agent to pay to the Indenture Trustee ~~to deposit moneys with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.03~~3.3); (Jxvii) obtaining and ~~preserving or causing~~ maintaining, for the ~~Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability~~ benefit of the ~~Indenture~~Indenture Trustee on behalf of the Noteholders, ~~the Notes~~a first lien on and a first priority, ~~the Collateral and each other instrument and agreement included~~ perfected security interest in the Trust Estate (Section ~~3.04~~3.5); (Kxviii) preparing for execution (if necessary) and ~~filing~~ delivery of all ~~supplements, amendments,~~ such supplements and amendments to the Indenture and all such financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c) of the Indenture,~~ taking such other action necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.5); (Lxix) ~~delivering~~ designating the Indenture Trustee as the Issuer's agent and attorney-in-fact to execute all financing statements, continuation statements or other instruments required ~~Opinions of Counsel on the Closing Date and annually, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as~~ to ~~compliance with the Indenture, in accordance with Section 3.09 of~~ be executed (if any) pursuant to the Indenture (~~Sections 3.06 and 3.09~~Section 3.5); (Mxx) ~~identifying~~ furnishing the Closing Date to the Indenture Trustee an Opinion of Counsel regarding the Trust Estate (Section 3.6); (xxi) furnishing to the Indenture Trustee an annual Opinion of Counsel regarding the Trust Estate (Section 3.6); (xxii) punctually performing and observing all of the Issuer's obligations and agreements contained in the Indenture, the other Transaction Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of the Indenture and the other Transaction Documents in accordance with and within the time periods provided for therein (Section 3.7); (xxiii) delivering annually to the Indenture Trustee and each Rating Agency an ~~Officers’~~ Officer's Certificate ~~any Person~~ regarding the Issuer's compliance with ~~whom~~ the Indenture (Section 3.9); (xxiv) filing with the Indenture Trustee and the Commission copies of the annual reports and such other information, documents and reports as the Issuer ~~has contracted~~ may be required to ~~perform its duties~~ file with the Commission (Section 3.9); (xxv) filing with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such other information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of the Indenture as may be required from time to time by such rules and regulations (Section 3.9); (xxvi) supplying to the Indenture Trustee such summaries of any information, documents and reports required to be filed by the Issuer pursuant to the Indenture as may be required pursuant to rules and regulations prescribed from time to time by the Commission (Section 3.9); (xxvii) giving the Indenture Trustee and each Rating Agency prompt written notice of each Indenture Default under the Indenture (Section ~~3.07~~3.11); (Nxxviii) ~~notifying~~ upon request of the Indenture ~~Trustee~~ Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to carry out more effectively the ~~Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure~~ purposes of the ~~Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure~~ Indenture (Section ~~3.07(d)~~3.12); (Oxxix) ~~preparing and obtaining documents and instruments required in connection with~~ on the ~~consolidation~~Closing Date, ~~merger~~ delivering or ~~transfer of assets of~~ causing to be delivered to the ~~Issuer~~ Indenture Trustee the Transaction SUBI Certificate (Section ~~3.10~~3.13); (Pxxx) ~~delivering notice~~ complying with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, the Indenture ~~Trustee of each Event of Default and each~~ or any other default by the Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement Transaction Document (Section 3.14); (Rxxxi) ~~monitoring~~ promptly delivering to the ~~Issuer’s obligations~~ Indenture Trustee and each Rating Agency written notice in the form of an Officer's Certificate of any Indenture Default, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (xxxii) at least 15 days before the record date for any payment to Noteholders pursuant to the Indenture, mailing to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid (Section 5.4); (xxxiii) in connection with any action as to ~~the satisfaction and discharge of~~ which Noteholders are entitled to vote or consent under the Indenture and the ~~preparation~~ Notes, setting a record date for purposes of ~~an Officer’s Certificate and obtaining~~ determining the ~~Opinion~~ identity of ~~Counsel and the Independent Certificate (as defined~~ Noteholders entitled to vote or consent in ~~the Indenture~~accordance with TIA Section 316(c) ~~related thereto~~ (Section ~~4.01~~5.6); (Sxxxiv) ~~complying~~ taking all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Servicer of its obligations to the Issuer under or in connection with the Servicing Agreement and the Transaction SUBI Servicing Supplement, in accordance with the terms thereof, and exercising any ~~written directive~~ and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with each such agreement to the extent and in the manner directed by the Indenture Trustee (Section 5.16); (xxxv) promptly appointing a successor Indenture Trustee upon the resignation or required removal of the Indenture Trustee, or the failure of the Noteholders to appoint a successor Indenture Trustee following the removal without cause of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section ~~5.04~~6.8); (Txxxvi) ~~delivering notice~~ petitioning any court of ~~any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and~~ competent jurisdiction for the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the~~ if a successor Indenture Trustee does not take office within 45 days after the retiring Indenture Trustee resigns or is removed (Section ~~6.08~~6.8); (Uxxxvii) ~~preparing~~ acting jointly with the Indenture Trustee, executing and delivering all ~~written~~ instruments ~~required~~ to ~~confirm the authority of any~~ appoint one or more Persons to act as a co-trustee or ~~separate trustee and any written instruments necessary in connection with the resignation or removal of any~~ co-trustees, or separate trustee or separate ~~trustee~~ trustees, of all or any part of the Collateral, and vesting in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate or any part thereof and, subject to the provisions of the Indenture, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable (~~Sections 6.08 and~~ Section 6.10); (Vxxxviii) ~~delivering~~ accepting the resignation of or removing any separate trustee or co-trustee (Section 6.10); (xxxix) furnishing or causing to be furnished to the ~~Rating Agencies notice~~ Indenture Trustee (i) not more than five days after each Record Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt any ~~merger~~ such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or ~~other transaction entered into by~~ the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished to the Indenture Trustee (Section ~~6.09~~7.1); (Wxl) causing the ~~Note Registrar~~ Servicer to deliver the Servicer Certificate to the Indenture Trustee, the Owner Trustee, the Administrator and each Paying Agent on each Determination Date (Section 8.3); (xli) directing the investment and reinvestment by the Indenture Trustee of the funds in the Reserve Account and the Collection Account in Permitted Investments (Section 8.5); (xlii) providing to the Indenture Trustee and the Owner Trustee at least 20 days' prior notice of the redemption of the Notes (Section 10.1); (xliii) notifying each Rating Agency upon the redemption of the Notes (Section 10.2); (xliv) furnishing to the Indenture Trustee and each Rating Agency (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in the Indenture relating to any proposed action under any provision of the Indenture have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) in the case of conditions precedent compliance with which is subject to verification by accountants, a certificate or opinion of an accountant that satisfies TIA Section 314(c)(3), except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished (Section 11.1); (xlv) prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of the Indenture, furnishing to the Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited (Section 11.1); (xlvi) whenever the Administrator is required to furnish to the Indenture Trustee an Officer's Certificate certifying or stating the ~~names and addresses~~ opinion of ~~Noteholders during~~ any ~~period when~~ signer thereof as to the matters described in the immediately preceding clause, also delivering to the Indenture Trustee ~~is not~~ an Independent Certificate as to the ~~Note Registrar~~ same matters (Section ~~7.01~~11.1); (Xxlvii) ~~preparing and~~other than with respect to any release described in clause (A) or (B) of Section 11.1(b)(v) of the Indenture, ~~after execution by the Issuer and the Indenture Trustee, filing with the Commission and~~ whenever any ~~applicable state agencies of documents required~~ property or securities are to be ~~filed on a periodic basis with~~ released from the ~~Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby)~~lien of the Indenture, ~~and providing such documents~~ furnishing to the Indenture Trustee ~~for delivery~~ an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the ~~Noteholders~~ fair value (within 90 days of such release) of the property or securities proposed to be released and stating that, in the opinion of such Person, the proposed release will not impair the security under the Indenture in contravention of the provisions thereof (Section ~~7.03~~11.1); (Yxlviii) ~~preparing and, after execution by~~ whenever the ~~Indenture Trustee, providing~~ Issuer is required to furnish to the Indenture Trustee ~~for delivery~~ an Officer's Certificate certifying or stating the opinion of any signer thereof as to ~~Noteholders and filing with~~ the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds matters described in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indenturesimmediately preceding clause, ~~preparing notices to the Noteholders with respect thereto and~~ also furnishing ~~such notices~~ to the Indenture Trustee ~~for delivery~~ an Independent Certificate as to ~~Noteholders~~ the same matters (~~Sections 9.01, 9.02 and 9.03~~Section 11.1);; and (CCxlix) ~~preparing new Notes conforming~~ if the Indenture is subject to recording in any appropriate public recording offices, effecting such recording accompanied by an Opinion of Counsel (reasonably acceptable to the ~~provisions~~ Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured under the Indenture or for the enforcement of any ~~supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and~~ right or remedy granted to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.1411.13). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and the transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Volkswagen Auto Lease Trust 2002-A)

Duties of the Administrator. (a~~) Duties with respect to the Note Depository Agreement and the Indenture. (i~~) The Administrator agrees to perform all ~~its duties as Administrator and~~ of the duties of the Issuer under the ~~Indenture and the Note~~ Depository Agreement. In ~~addition, the Administrator shall consult with the Owner Trustee regarding the~~ addition to its duties ~~of the Issuer~~ performed under the ~~Indenture and the Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is necessary to comply with the Issuer’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare, execute and file or deliver on behalf of the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take ~~pursuant to the Indenture including, without limitation, such of the foregoing as are required~~ with respect to the following matters under the Trust Agreement, Transfer and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture): (Ai) causing the Note Registrar to keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be ~~kept~~kept if the Issuer assumes the duties of Note Registrar, ~~appointing the Note Registrar~~ and giving the Indenture Trustee and the Insurers notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (Bii) ~~preparing~~ execution of Definitive Notes in accordance with the ~~notification~~ instructions of any Clearing Agency, the duty to ~~Noteholders~~ attempt to locate a qualified successor to the Clearing Agency, if necessary, and the preparation of written notice to the Indenture Trustee of termination of the ~~final principal payment on their Notes~~ book-entry system through the Clearing Agency (Section ~~2.07(b)~~2.12); (Ciii) ~~fixing~~ causing the Note Registrar to maintain an office for registration of transfer or ~~causing~~ exchange of Notes (Section 3.02); (iv) preparing Issuer Orders required to ~~be fixed~~ appoint any ~~specified record date and notifying~~ Paying Agent, preparing written notices thereof to the Indenture Trustee and ~~Noteholders with respect to special payment dates, if any (Section 5.04(b)); (D) preparing or obtaining~~ the ~~documents~~ Insurers and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02); (E) [reserved]; (F) directing the Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing, obtaining and/or filing of all instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.09); (H) causing newly appointed Paying Agents, if any, to execute and deliver to the Indenture Trustee and the ~~instrument~~ Insurers the instruments specified in the Indenture regarding funds held in trust (Section 3.03); (Iv) ~~directing~~ preparing Issuer Orders required to direct the Paying Agent to pay to the Indenture Trustee ~~to deposit moneys with~~ all sums held in trust by the Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section 3.03); (Jvi) obtaining and preserving or causing the Owner Trustee to obtain and preserve the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability calculating accrual of ~~the Indenture~~original issue discount, the ~~Notes~~accrual of market discount, and the ~~Collateral~~ amortization of premium on the Notes and ~~each other instrument and agreement included in~~ calculating the ~~Trust Estate~~ resulting withholding taxes (Section ~~3.04~~3.03(v)); (Kvii) ~~preparing and filing~~ executing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments prepared by the Depositor and ~~3.07(c) of~~ delivered to the ~~Indenture,~~ Administrator for execution necessary to protect the ~~Trust Estate~~ Collateral (~~Sections 3.05 and 3.07(c)~~Section 3.05); (Lviii) ~~delivering the required Opinions of Counsel on the Closing Date and annually~~upon written notice or actual knowledge thereof, in accordance with Section 3.06 of the Indenture, and delivering the annual Officers’ Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06 and 3.09); (M) identifying to the Indenture Trustee in an Officers’ Certificate any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07); (N) notifying the Indenture Trustee and the Rating Agencies of any Servicer Default pursuant to the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, taking all reasonable steps available to remedy such failure (Section 3.07(d)); (O) preparing and obtaining documents and instruments required in connection with the consolidation, merger or transfer of assets of the Issuer (Section 3.10); (P) delivering notice to the Indenture Trustee and each Rating Agency of each Rapid Amortization Event or Event of ~~Default~~ Servicer Termination under the Transfer and Servicing Agreement and each ~~other~~ default by the Servicer or the ~~Seller~~ Depositor, as applicable, under the ~~Sale~~ Transfer and Servicing Agreement (Section 3.19); (Qix) ~~causing~~ upon the ~~Servicer~~ request of the Indenture Trustee, executing and delivering such further instruments as may be reasonably necessary or proper to ~~comply with all~~ carry out more effectively the purpose of ~~its duties and obligations with respect to~~ the ~~preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement~~ Indenture (Section ~~3.14~~3.20); (Rx) ~~monitoring the Issuer’s obligations as~~ delivering to ~~the~~ each Rating Agency a notice of satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto~~ (Section 4.01); (Sxi) ~~complying with any written directive of~~ furnishing the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale by the Indenture Trustee of any portion of the Trust Estate in connection with any Event of Default (Section 5.04); (T) delivering notice of any resignation of the Indenture Trustee received by the Administrator, and preparing notice to Noteholders of any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee for delivery to Noteholders by the successor Indenture Trustee (Section 6.08); (U) preparing all written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (V) delivering to the Rating Agencies notice of any merger or other transaction entered into by the Indenture Trustee (Section 6.09); (W) causing the Note Registrar to furnish to the Indenture Trustee the names and addresses of ~~Noteholders~~ Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (Xxii) ~~preparing and, after execution~~ permitting the inspection of the Issuer's books to the extent such books are maintained by the ~~Issuer and the Indenture Trustee, filing with the Commission and~~ Administrator (Section 11.17); and (xiii) any ~~applicable state agencies of documents~~ other duties expressly required to be filed on a periodic basis with the Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and providing such documents to the Indenture Trustee for delivery to the Noteholders (Section 7.03); (Y) preparing and, after execution performed by the ~~Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the~~ Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) preparing the related Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.04); (AA) preparing any Issuer Request and Officers’ Certificates and obtaining any Opinions of Counsel and Independent Certificates necessary for the release of the Trust Estate (Sections 8.05 and 8.06); (BB) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of any supplemental indentures, preparing notices to the Noteholders with respect thereto and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Sections 9.01, 9.02 and 9.03); (CC) preparing new Notes conforming to the provisions of any supplemental indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication (Section 9.07); (DD) delivering to the Rating Agencies notice of any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any redemption of the Notes and furnishing such notices to the Indenture Trustee for delivery to Noteholders (Section 10.02); (FF) preparing or obtaining all Officers’ Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GG) preparing and delivering Officers’ Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (HH) notifying the Rating Agencies, upon any failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (II) preparing and delivering to the Indenture Trustee for delivery to Noteholders any agreements with respect to alternate payment and notice provisions (Section 11.06); and (JJ) causing the recording of the Indenture, if applicable (Section 11.14). (ii) The Administrator shall promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or ~~reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of~~ the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall perform, or cause to be performed on behalf of the ~~Issuer to use its best efforts to maintain the effectiveness of all licenses~~Issuer, ~~if any,~~ any duties expressly required to be ~~held~~ performed by it under the Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar. (c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with 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 Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the ~~laws~~ Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator, in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any ~~jurisdiction~~ change in ~~connection with ownership~~ the Corporate Trust Office of the ~~Receivables or the terms set forth in~~ Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the ~~Basic Documents and~~ Certificateholders by the ~~transactions contemplated thereby until such time as the Issuer shall terminate in accordance with the terms of~~ Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Greenpoint Mortgage Funding Trust 2006-He1)

Duties of the Administrator. (a) Duties with ~~respect~~ Respect to the ~~Note~~ Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Indenture and the Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action ~~by the Issuer or the Owner Trustee~~ is necessary to comply with the ~~Issuer’s~~ respective duties of the Issuer and the Owner Trustee under the Indenture and the ~~Note~~ Depository Agreement. The Administrator shall ~~prepare~~prepare for execution by the Issuer, ~~execute and file or deliver on behalf of the Issuer~~ or shall cause the preparation by other appropriate ~~persons~~ persons, of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the ~~Note~~ Depository Agreement. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that ~~is the duty of~~ the Issuer 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~~ Sections of the Indenture): (A) ~~causing~~ 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); (B) the duty to cause the Note Register to be ~~kept, appointing the Note Registrar~~ kept and ~~giving~~ to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (BC) ~~preparing~~ the notification to of Noteholders and the Rating Agencies of the final principal payment on ~~their~~ the Notes (Section 2.07(b)); (CD) the fixing or causing to be fixed of any ~~specified~~ special record date and ~~notifying~~ the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~5.04(b~~2.07(d)~~); (D) preparing or obtaining the documents and instruments required for the proper authentication of Notes and delivering the same to the Indenture Trustee (Section 2.02~~); (E) ~~[reserved]~~the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11); (F) ~~directing~~ the ~~Indenture Trustee to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax that is legally owed by the Trust (Section 2.07(c)); (G) preparing~~preparation, obtaining ~~and/or~~ or filing of ~~all~~ the instruments, opinions and certificates and other documents required for the release of Collateral (Section ~~2.09~~2.12); (G) 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); (H) ~~causing~~ 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); (I) ~~directing~~ the direction to the Indenture Trustee to deposit ~~moneys~~ monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (J) the obtaining and ~~preserving or causing the Owner Trustee to obtain and preserve~~ preservation of the Issuer’s 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (K) ~~preparing~~ the preparation of all supplements and ~~filing~~ amendments to the Indenture and all ~~supplements, amendments,~~ financing statements, continuation statements, instruments of further assurance and other ~~instruments, in accordance with Sections 3.05~~ instruments and ~~3.07(c)~~ the taking of ~~the Indenture,~~ such other action as is necessary or advisable to protect the Trust Estate (~~Sections 3.05 and 3.07(c)~~Section 3.05); (L) ~~delivering~~ the ~~required Opinions~~ delivery of the Opinion of Counsel on the Closing Date and ~~annually~~the annual delivery of Opinions of Counsel as to the Trust Estate, ~~in accordance with Section 3.06~~ and the annual delivery of the ~~Indenture, and delivering the annual Officers’ Certificates~~ Officer's Certificate and certain other statements as to compliance with ~~the Indenture, in accordance with Section 3.09 of~~ the Indenture (Sections 3.06 and 3.09); (M) ~~identifying~~ the identification to the Indenture Trustee in an ~~Officers’~~ Officer's Certificate ~~any~~ of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.07~~3.07(b)); (N) ~~notifying~~ the notification of the Indenture Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of ~~any~~ a Servicer Default ~~pursuant to~~ under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing ~~Agreement~~Agreement with respect to the Contracts, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (O) ~~preparing and obtaining documents and instruments required in connection~~ the duty to cause the Master Servicer to comply with the ~~consolidation~~Sale and Servicing Agreement, ~~merger or transfer of assets of the Issuer~~ including Section 5.07 and Articles Four and Seven thereof (Section ~~3.10~~3.14); (P) ~~delivering~~ the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (Q) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default under the Indenture and each ~~other~~ default by the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.19); (Q) causing the Servicer to comply with all of its duties and obligations with respect to the preparation of reports, the delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and notices under the Sale and Servicing Agreement (Section 3.143.18); (R) the monitoring of the Issuer’s '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 ~~(as defined in the Indenture) related~~ relating thereto (Section 4.01); (S) ~~complying~~ the compliance with any written directive of the Indenture Trustee with respect to the provision of relevant information and reasonable assistance with respect to the execution, delivery, filing and recordation of relevant transfer documentation and the delivery of related records and files, in connection with any sale ~~by the Indenture Trustee of any portion~~ of the Trust Estate in ~~connection with any~~ a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (T) ~~delivering notice~~ the notification of the Rating Agencies of any ~~resignation~~ waiver of a Default or an Event of Default (Section 5.13); (U) the ~~Indenture Trustee received by the Administrator,~~ preparation and ~~preparing~~ delivery of notice to Noteholders of ~~any~~ the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee ~~for delivery to Noteholders by the successor Indenture Trustee~~ (Section 6.08); (UV) ~~preparing all~~ 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); (VW) ~~delivering to~~ maintaining the ~~Rating Agencies notice~~ effectiveness of ~~any merger or other transaction entered into by~~ the ~~Indenture Trustee~~ sales finance company licenses required under the Maryland Code Annotated, Financial Institutions Section 11-401 et seq. and the licenses required under the Pennsylvania Motor Vehicle Sales Finance Act (Section ~~6.09~~6.14); (WX) ~~causing~~ the ~~Note Registrar to furnish to~~ 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); (XY) ~~preparing~~ the preparation and, after execution by the ~~Issuer and~~ Issuer, the ~~Indenture Trustee,~~ filing with the ~~Commission and~~ Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis ~~with~~ with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies ~~(including any summaries thereof required by rules~~ and ~~regulations prescribed thereby)~~the transmission of such summaries, ~~and providing such documents to the Indenture Trustee for delivery~~ as necessary, to the Noteholders (Section 7.03); (Y) preparing and, after execution by the Indenture Trustee, providing to the Indenture Trustee for delivery to Noteholders and filing with the Commission, any reports required by TIA Sections 313(a), (b) and (c); provided, that the Administrator will not be required to prepare reports required by TIA Sections 313(a)(1) and (a)(2) unless specifically directed in writing to do so by the Indenture Trustee and the Indenture Trustee provides the Administrator with all information necessary to prepare such reports (Section 7.04); (Z) ~~preparing~~ the ~~related~~ opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer ~~Orders~~ Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (~~Section 8.04~~Sections 8.02 and 8.03); (AA) ~~preparing any~~ the preparation of an Issuer Request and ~~Officers’ Certificates~~ Officer's Certificate and the obtaining ~~any Opinions~~ of an Opinion of Counsel and Independent ~~Certificates necessary~~ Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.05~~ 8.04 and ~~8.06~~8.05); (BB) ~~preparing~~ the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of ~~any~~ supplemental ~~indentures, preparing notices~~ indentures and the mailing to the Noteholders of notices with respect ~~thereto and furnishing~~ to such ~~notices to the Indenture Trustee for delivery to Noteholders~~ supplemental indentures (Sections 9.01, 9.02 and 9.03); (CC) ~~preparing~~ the execution, authentication and delivery of new Notes conforming to ~~the provisions of~~ any supplemental ~~indenture, as appropriate and delivering such Notes to the Owner Trustee for execution and to the Indenture Trustee for authentication~~ indenture (Section ~~9.07~~9.06); (DD) ~~delivering~~ the duty to notify Noteholders and the Rating Agencies ~~notice~~ of ~~any prospective termination of the Indenture pursuant to Section 10.01 of the Indenture (Section 10.01); (EE) preparing forms of notices to Noteholders of any~~ redemption of the Notes ~~and furnishing such notices~~ or to cause the Indenture Trustee ~~for delivery~~ to ~~Noteholders~~ provide such notification (Section 10.02); (FFEE) ~~preparing or obtaining~~ the preparation and delivery of all ~~Officers’~~ Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer or to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (GGFF) ~~preparing~~ the preparation and ~~delivering Officers’~~ 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)); (HHGG) ~~notifying~~ the notification of the Rating Agencies, upon ~~any~~ the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (IIHH) ~~preparing~~ the preparation and ~~delivering~~ delivery to Noteholders and the Indenture Trustee ~~for delivery to Noteholders~~ of any agreements with respect to alternate payment and notice provisions (Section 11.06); ~~and~~ and (JJII) ~~causing~~ the recording of the Indenture, if applicable (Section ~~11.14~~11.15). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall ~~promptly pay~~ not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee ~~the amount~~ and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of ~~any fees, expenses and indemnification amounts not otherwise paid~~ or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of this Agreement, Section 8.02 of the Trust Agreement and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Owner Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (iii) The Administrator shall promptly pay to the Indenture Trustee the amount of any fees, expenses and indemnification amounts not otherwise paid or reimbursed to it by the Issuing Entity on any Payment Date in accordance with the terms of the Indenture and Section 5.06(b) or (c) of the Sale and Servicing Agreement; provided that the Indenture Trustee shall promptly reimburse the Administrator for any such amounts to the extent the Indenture Trustee subsequently receives payment or reimbursement in respect thereof from the Issuing Entity in accordance with the terms of Section 5.06(b) or (c) of the Sale and Servicing Agreement. (b) The Administrator shall cause the Issuer to use its best efforts to maintain the effectiveness of all licenses, if any, required to be held by the Issuer under the laws of any jurisdiction in connection with ~~ownership~~ the acceptance or administration of ~~the Receivables or the terms set forth in the Trust Agreement and the Basic Documents and~~ the transactions contemplated ~~thereby until such time as~~ by the ~~Issuer shall terminate~~ Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in ~~accordance~~ connection with the ~~terms~~ exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (WFS Receivables Corp 3)

Appears in 1 contract

Samples: Administration Agreement (Nissan Auto Receivables 2008-C Owner Trust)

Common use of Duties of the Administrator Clause in Contracts