Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5); (C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6); (D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b)); (E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10); (F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13); (G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2); (H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)); (I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)); (J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e)); (K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4); (L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)); (M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e)); (Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f)); (R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10); (S) the delivery of a letter for release (Section 3.11(b)); (T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14); (U) 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 3.17); (V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19); (W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1); (X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1); (Y) the demand to remit monies (Section 4.3); (Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1); (AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4); (AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16); (AC) the payment of expenses, costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 10 contracts
Sources: Administration Agreement (USAA Auto Owner Trust 2006-2), Administration Agreement (Usaa Acceptance LLC), Administration Agreement (Usaa Auto Owner Trust 2004-3)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 4 contracts
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P), Administration Agreement (Ford Credit Auto Receivables Two L P), Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the IssuerTrust's status as a statutory business trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.34.4));
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, expenses and costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 3 contracts
Sources: Administration Agreement (Usaa Federal Savings Bank), Administration Agreement (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1), Administration Agreement (Usaa Federal Savings Bank)
Duties of the Administrator. (a) Duties with Respect to the Indenture Depository Agreement and the Note Depository AgreementIndenture.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under 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 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 for execution by the Issuer, or shall cause the preparation by other appropriate Persons ofpersons, of all such documents, reports, filings, instruments, notices, certificates and opinions 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 taketake (or, in the name and on behalf case of the Issuerimmediately preceding sentence, cause to be taken) all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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) 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 for authentication (Section 2.22.02);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.04);
(C) the determination as to whether the requirements notification of UCC Section 8-405 are met Noteholders and the preparation Rating Agencies of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen final principal payment on the Notes (Section 2.62.07(b));
(D) the determination fixing or causing to be fixed of any special record date and the notification of the expenses associated Indenture Trustee and Noteholders with the issuance of replacement Notes respect to special payment dates, if any (Section 2.6(b2.07(d));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.132.11);
(F) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.12);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.23.02);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Indenture Trust Estate (Section 3.43.04);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)Section 3.05);
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b3.07(b));
(ON) the notification of the Indenture Trustee and the each Rating Agencies Agency of an Event of Servicing Termination a Servicer Default under the Sale and Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the ReceivablesContracts, the taking of all reasonable steps available to remedy such failure (Section 3.7(d3.07(d));
(O) 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));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Master Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement Agreement, including Section 5.08 and Articles Four and Seven thereof (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the each Rating Agencies Agency of each Event of Default under the Indenture and each default by any party to the Master Servicer or the Seller under the Sale and Servicing Agreement (Section 3.193.18);
(WR) 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(S) the notification of the Rating Agencies of any waiver of a Default or an Event of Default (Section 5.13);
(T) the preparation and delivery of notice to Noteholders of the demand to removal of the Indenture Trustee for execution and the appointment of certain instruments a successor Indenture Trustee (Section 4.16.08);
(U) 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) maintaining the effectiveness of the 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 6.14);
(W) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(X) the monitoring of preparation and, after execution by the Issuer's obligations , the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto Noteholders (Section 4.17.03);
(Y) the demand opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to remit monies investment and reinvestment of funds in the Trust Accounts (Section 4.3Sections 8.02 and 8.03);
(Z) the preparation of an Issuer Request and Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse obtaining of time would become an Event Opinion of Default under Section 5.1(iii) Counsel and Independent Certificates, if necessary, for the release of the Indenture, its status Trust Estate (Sections 8.04 and what action the Issuer is taking or proposes to take with respect thereto (Section 5.18.05);
(AA) the compliance with any written directive preparation of Issuer Orders and the Indenture Trustee obtaining of Opinions of Counsel with respect to the sale execution of supplemental indentures and the Indenture Trust Estate at one or more public or private sales called mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.49.03);
(ABBB) the undertaking execution, authentication and delivery of actions set forth in new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.06);
(CC) the duty to notify Noteholders and the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(DD) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));
(EE) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));
(FF) the notification of the Rating Agencies, upon 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);
(GG) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and
(HH) the recording of the Indenture, if applicable (Section 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 (Section 5.16which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(ACB) except as otherwise expressly provided in the payment of expensesIndenture, costs and indemnities to 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 (Section 6.7including 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 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 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 of their powers or duties under the Trust Agreement.
Appears in 3 contracts
Sources: Administration Agreement (WFS Financial 2005-2 Owner Trust), Administration Agreement (WFS Financial 2004-4 Owner Trust), Administration Agreement (WFS Receivables Corp 3)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 4.10 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 3 contracts
Sources: Administration Agreement (USAA Auto Owner Trust 2005-4), Administration Agreement (Usaa Auto Owner Trust 2005-3), Administration Agreement (Usaa Auto Owner Trust 2004-2)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, expenses and costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 2 contracts
Sources: Administration Agreement (Usaa Auto Owner Trust 2003-1), Administration Agreement (Usaa Acceptance LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator shall will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall will monitor the performance of the Issuer and shall will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall will prepare for execution by the Issuer, or shall will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall will take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall will be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have has occurred and be is continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 2 contracts
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC), Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator shall will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall will monitor the performance of the Issuer and shall will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall will prepare for execution by the Issuer, or shall will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall will 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 will take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the preparation of definitive Notes in the event temporary Notes are issued (Section 2.3);
(C) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CD) the determination as to whether the requirements of UCC Section 8-405 405(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(DE) the determination notification of Noteholders of the expenses associated with the issuance of replacement final principal payment on their Notes (Section 2.6(b2.8(b));
(EF) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(FG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(GH) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(HI) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(IJ) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e)3.3);
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall will be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TQ) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.12 and 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VR) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WS) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XT) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZU) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAV) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have has occurred and be is continuing (Section 5.4);
(ABW) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(X) 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 6.8 and 6.10);
(Y) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Z) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(AA) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AB) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AC) the payment preparation of expenses, costs Issuer Orders and indemnities the obtaining of Opinions of Counsel with respect to the Indenture Trustee execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Section 6.7Sections 9.1, 9.2 and 9.3);
Appears in 2 contracts
Sources: Administration Agreement (Ford Credit Auto Owner Trust 2005-C), Administration Agreement (Ford Credit Auto Owner Trust 2004-A)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository Agreement2012-A Basic 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 Agreement2012-A Basic Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository Agreement2012-A Basic Documents. The Administrator shall perform such calculations and shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, notices, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture 2012-A Basic Documents, and at the Note Depository Agreementrequest of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2012-A Basic Documents. In furtherance of the foregoing, the Administrator shall taketake (or, in the name and on behalf case of the Issuerimmediately preceding sentence, cause to be taken) all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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):
(Ai) 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 for authentication (Section 2.22.02);
(Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and (Section 2.05(a));
(iii) the determination as to of whether the requirements of UCC Section 8-401(a) 401 are met and (Section 2.05(b));
(iv) the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request Order requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.62.06);
(Dv) the determination of duty to cause the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the Indenture Trustee to release of property from the lien Lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(Gvi) the direction of the Indenture Trustee to appoint one or more Authenticating Agents (Section 2.15);
(vii) the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01);
(viii) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes if and the Indenture Trustee ceases to maintain such an office may be served (Section 3.23.02);
(Hix) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(Ix) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(Jxi) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.43.04);
(Lxii) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is are necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)Section 3.05);
(Mxiii) the delivery of the Opinion of Counsel on the 2012-A Closing Date (and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture ) (Sections 3.6 and 3.9Section 3.06);
(Nxiv) the identification to the Indenture Trustee in an Officer's ’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture Indenture, if other than the Servicer or Administrator (Section 3.7(b3.07(b));
(Oxv) the prompt written notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Exchange Note Servicer Event of Default under the 2012-A Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any party of its duties or obligations under the Servicing Agreement with respect to the Sale 2012-A Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and Servicing Agreement (Section 3.195.01);
(Wxvi) the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09);
(xvii) the monitoring of the Issuer's ’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of documents and instruments required for the Opinions release of Counsel and the Independent Certificate relating thereto and the demand to Issuer from its obligations under the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(Xxviii) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate 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 and the obtaining of an opinion appointment of a nationally recognized firm of independent certified public accountants, a written certification thereof successor Indenture Trustee (Sections 6.08 and the Opinions of Counsel relating thereto (Section 4.16.10);
(Yxix) the demand to remit monies 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 4.37.01);
(Zxx) the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02);
(xxi) the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c));
(xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02);
(xxiii) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06);
(xxiv) the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2012-A Exchange Note Collection Account upon redemption of Notes (Section 10.01);
(xxv) the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer's Certificate ’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee after to take any action under the occurrence Indenture (Section 11.01(a)); and
(xxvii) the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)).
(b) The Administrator shall:
(i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any event which provision of law in regard to the compensation for a trustee of an express trust);
(ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the giving Trust Agreement (including reasonable compensation, expenses and disbursements of notice its agents and the lapse of time would become an Event of Default under counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(iii) in accordance with Section 5.1(iii) 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its status services pursuant to a fee agreement between the Administrator and what action the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents 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 of the other 2012-A Basic Documents. The Indenture Trustee shall notify the Issuer is taking and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or proposes the Administrator of its obligations hereunder. The Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.
(c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of 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 2012-A Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2012-A Basic 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, 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 directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2012-A Collateral (including the 2012-A Basic 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 other 2012-A Basic 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 an Owner as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the other 2012-A Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect thereto to notifying the Owner of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the 2012-A Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Owner; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Owner to prepare its federal and state income tax returns.
(Section 5.1f) The Administrator shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder.
(g) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2012-A Basic Document.
(h) 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.
(i) 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, change, modification, waiver 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 payments on the 2012-A Leases or 2012-A Vehicles);
(AAiii) the compliance with amendment, change, modification, or waiver of any written directive 2012-A Basic Document;
(iv) the appointment of successor Note Registrars, successor Note 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;
(v) the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and
(vi) the removal of the Indenture Trustee with respect Trustee.
(j) Notwithstanding anything to the sale contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2012-A Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture Trust Estate at one or more public or private sales called and conducted in (iii) take any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);other action that the Issuer directs the Administrator not to take on its behalf.
(ABk) To the undertaking of actions set forth in Section 5.16 as requested extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee (Section 5.16);
(AC) under the payment of expenses2012-A Basic Documents, costs and indemnities such notice will be delivered to the Indenture Trustee (Administrator and the Administrator will deliver such notice to the Rating Agencies. If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 6.7);1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.
Appears in 2 contracts
Sources: 2012 a Administration Agreement (Mercedes-Benz Auto Lease Trust 2012-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2012-A)
Duties of the Administrator. (a) Duties with Respect respect to the Indenture and the Note Depository AgreementTransaction Documents.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementTransaction 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 AgreementTransaction Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementTransaction Documents. The Administrator shall prepare for execution by the Issuer, Issuer or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, filings, instruments, notices, certificates and opinions 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 AgreementTransaction Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.04);
(B) the notification of Noteholders of the final principal payment on their Notes (Section 2.07(b));
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.62.02);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture Collateral (Section 2.102.12);
(FE) the preparation maintenance of Definitive Notes an office in accordance with New York, New York, or the instructions appointment of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New Yorkas its agent therefor, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.23.02);
(HF) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(IG) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(JH) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral collateral and each other instrument or and agreement included in the Indenture Trust Estate Collateral (Section 3.43.04);
(LI) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate Collateral other than as prepared by the Servicer (Sections 3.5 and 3.7(c)Section 3.05);
(MJ) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.09);
(NK) the identification to the Indenture Trustee in an Officer's Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b3.07(b));
(OL) the notification of the Indenture Trustee and the each Rating Agencies Agency of an Event of Servicing Termination a Servicer Default under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d))Pooling Agreement;
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RM) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger release of the Issuer with another entity or from its obligations under the transfer by the Issuer of its properties or assets Indenture (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b3.10(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(WN) 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAO) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted Collateral in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.45.04);
(ABP) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(Q) 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);
(R) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(S) the filing of reports required by the Commission (Section 7.03);
(T) the opening of one or more accounts in the Indenture Trustee's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);
(U) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.04 and 8.05);
(V) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(W) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 9.06);
(X) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(Y) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));
(Z) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));
(AA) the notification of the Rating Agencies, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to provide notification;
(BB) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and
(CC) the recording of the Indenture, if applicable (Section 11.14).
(ii) The Administrator will:
(A) except as requested otherwise expressly provided in the Indenture or the Pooling 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 (Section 5.16including 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;
(ACB) the payment of expenses, costs and indemnities to 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 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 Indenture; and
(C) indemnify the Owner 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 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 6.78.02 of the Trust Agreement);.
Appears in 2 contracts
Sources: Administration Agreement (NCT Funding Co LLC), Administration Agreement (NCT Funding Co LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository Agreement2018-B Basic 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 Agreement2018-B Basic Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository Agreement2018-B Basic Documents. The Administrator shall perform such calculations and shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, notices, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture 2018-B Basic Documents, and at the Note Depository Agreementrequest of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2018-B Basic Documents. In furtherance of the foregoing, the Administrator shall taketake (or, in the name and on behalf case of the Issuerimmediately preceding sentence, cause to be taken) all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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):
(Ai) 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 for authentication (Section 2.22.02);
(Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and (Section 2.05(a));
(iii) the determination as to of whether the requirements of UCC Section 8-401(a) 401 are met and (Section 2.05(b));
(iv) the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request Order requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.62.06);
(Dv) the determination of duty to cause the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the Indenture Trustee to release of property from the lien Lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(Gvi) the direction of the Indenture Trustee to appoint one or more Authenticating Agents (Section 2.15);
(vii) the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01);
(viii) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes if and the Indenture Trustee ceases to maintain such an office may be served (Section 3.23.02);
(Hix) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(Ix) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(Jxi) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.43.04);
(Lxii) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action actions as is are necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)Section 3.05);
(Mxiii) the delivery of the Opinion of Counsel on the 2018-B Closing Date (and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture ) (Sections 3.6 and 3.9Section 3.06);
(Nxiv) the identification to the Indenture Trustee in an Officer's ’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture Indenture, if other than the Servicer or Administrator (Section 3.7(b3.07(b));
(Oxv) the prompt written notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Exchange Note Servicer Event of Default under the 2018-B Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any party of its duties or obligations under the 2018-B Servicing Agreement with respect to the Sale 2018-B Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and Servicing Agreement (Section 3.195.01);
(Wxvi) the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09);
(xvii) the monitoring of the Issuer's ’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of documents and instruments required for the Opinions release of Counsel and the Independent Certificate relating thereto and the demand to Issuer from its obligations under the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(Xxviii) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate 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 and the obtaining of an opinion appointment of a nationally recognized firm of independent certified public accountants, a written certification thereof successor Indenture Trustee (Sections 6.08 and the Opinions of Counsel relating thereto (Section 4.16.10);
(Yxix) the demand to remit monies 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 4.37.01);
(Zxx) the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02);
(xxi) the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c));
(xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel and Officer's Certificate ’s Certificates with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02);
(xxiii) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06);
(xxiv) the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2018-B Exchange Note Collection Account upon redemption of Notes (Section 10.01);
(xxv) the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee after to take any action under the occurrence Indenture (Section 11.01(a)); and
(xxvii) the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)).
(b) The Administrator shall:
(i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any event which provision of law in regard to the compensation for a trustee of an express trust);
(ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the giving Trust Agreement (including reasonable compensation, expenses and disbursements of notice its agents and the lapse of time would become an Event of Default under counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(iii) in accordance with Section 5.1(iii) 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its status services pursuant to a fee agreement between the Administrator and what action the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services; such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; the Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents against any and all loss, liability, tax (other than taxes based on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) 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, loss, expense or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any of the other 2018-B Basic Documents or in connection with any proceedings brought by the Indenture Trustee to enforce the indemnification obligations of the Issuer is taking under the Indenture or proposes under any of the other 2018-B Basic Documents; the Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity; failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder; the Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel; and neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith; the provisions of this Section 1.02(b)(iii) 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 (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of 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 2018-B Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2018-B Basic 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, 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 directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2018-B Collateral (including the 2018-B Basic 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 other 2018-B Basic 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 Certificateholder as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the other 2018-B Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect thereto to notifying the Certificateholder of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the 2018-B Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Certificateholder to prepare its federal and State income tax returns.
(Section 5.1f) The Administrator shall satisfy its obligations with respect to Sections 1.02(d) and (e) by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder.
(g) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2018-B Basic Document.
(h) 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.
(i) 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, change, modification, waiver 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 payments on the 2018-B Leases or 2018-B Vehicles);
(AAiii) the compliance with amendment, change, modification or waiver of any written directive 2018-B Basic Document;
(iv) the appointment of successor Note Registrars, successor Note 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 the Indenture Trustee of its obligations under the Indenture;
(v) the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and
(vi) the removal of the Indenture Trustee with respect Trustee.
(j) Notwithstanding anything to the sale contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2018-B Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture Trust Estate at one or more public or private sales called and conducted in (iii) take any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);other action that the Issuer directs the Administrator not to take on its behalf.
(ABk) To the undertaking of actions set forth in Section 5.16 as requested extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee (Section 5.16);
(AC) under the payment of expenses2018-B Basic Documents, costs and indemnities such notice will be delivered to the Indenture Trustee (Administrator and the Administrator will deliver such notice to the Rating Agencies. If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 6.7);1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.
Appears in 2 contracts
Sources: Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-B), 2018 B Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-B)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the obligations and duties of the Issuer and the Owner Trustee under the Note Depository AgreementRelated 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 AgreementRelated Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementRelated Documents. The Administrator shall prepare for execution by the IssuerIssuer or the Owner Trustee, as the case may be, or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, notices, filings, instruments, notices, certificates and opinions 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 AgreementRelated Documents. In furtherance of the foregoing, the Administrator shall taketake (or, in the name and on behalf case of the Issuerimmediately preceding sentence, cause to be taken) all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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):
(Ai) 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 for authentication (Section 2.2);
(Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.4);
(Ciii) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(Liv) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is are necessary or advisable to protect the Indenture Issuer Trust Estate (Sections 3.5 and 3.7(c)Section 3.5);
(Mv) the delivery of the Opinion of Counsel on the 2015-2 Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust EstateDate, and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections Section 3.6 and 3.9);
(Nvi) the identification to the Indenture Trustee in an Officer's ’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(Ovii) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination each Servicer Default under the Sale and 2015-2 Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and 2015-2 Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(Pviii) the appointment delivery of the Successor Servicer and preparation of Officer’s Certificate as to compliance with the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets Program Documents (Section 3.10);
(Six) the delivery notification of a letter for release the Indenture Trustee and the Issuer Owner Trustee of each Event of Default or Servicer Default (Section 3.11(b)3.20);
(Tx) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) upon the request notification of the Indenture Trustee, the execution and delivery of any instruments Trustee and the undertaking Issuer Owner Trustee of any actions reasonably necessary to carry out more effectively the purpose each event described in Section 3.22 of the Indenture (Section 3.173.21);
(Vxi) the delivery of written notice the 2015-2 Exchange Note to the Indenture Trustee and in Minneapolis, Minnesota on the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement 2015-2 Closing Date (Section 3.193.23);
(Wxii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.1);
(xiii) the maintenance of books and records of the Issuer (Section 3.24);
(xiv) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions Opinion of Counsel relating thereto (Section 4.1);
(Yxv) the demand to remit monies appointment of a successor Indenture Trustee or removal of the Indenture Trustee (Section 4.36.7 and 6.10);
(Zxvi) 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 6.7 and 6.9);
(xvii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xviii) the filing with the Indenture Trustee of copies of the annual reports and other information, documents and other reports the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act within fifteen (15) days after the issuer is required to file the same with the Commission (Section 7.3(a)(i));
(xix) the filing with the Indenture Trustee and the Commission such additional 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 the rules and regulations prescribed from time to time by the Commission (Section 7.3(a)(ii));
(xx) the furnishing of the Indenture Trustee with summaries of any information, documents and reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and (ii) of the Indenture as may be required by the regulations prescribed from time to time by the Commission (Section 7.3(a)(iii));
(xxi) the notification of the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4(b));
(xxii) the preparation of an Issuer Request for the release of the Issuer Trust Estate (Section 8.4);
(xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.4);
(xxv) the preparation and delivery of all Officer's Certificate ’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee after to take any action under the occurrence Indenture (Section 11.1(a)); and
(xxvi) the preparation and delivery of any event which with Officer’s Certificates for the giving release of notice and property from the lapse of time would become an Event of Default under Section 5.1(iii) Lien of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto Indenture (Section 5.111.1(b)).
(b) The Administrator shall:
(i) pay the Owner Trustee in its individual capacity from time to time reasonable compensation for all services rendered by the Owner Trustee 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);
(AAii) except as otherwise expressly provided in the compliance Trust Agreement, reimburse the Owner Trustee (as such or in its individual capacity) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee (as such or in its individual capacity) in accordance with any written directive 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 own gross negligence or willful misconduct;
(iii) pay the Indenture Trustee with respect from time to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested time reasonable compensation for all services rendered by the Indenture Trustee (including the fees and expenses of its counsel) under the Program Documents (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(iv) indemnify the Indenture Trustee in accordance with Section 5.166.6 of the Indenture and indemnify the Owner Trustee in accordance with Section 8.2 of the Trust 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, including those required under or requested pursuant to the TIA, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture 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 Paying Agent 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 5.1(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Paying Agent 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 or the Paying Agent, as applicable, set forth (i) in Section 9.1(b) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date with respect to which final payment of the Trust Certificates shall be made, and (ii) Section 5.3(b) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders and preparation and filing of tax returns.
(f) The Administrator shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuer, payable by the Administrator, accountants, which shall perform the obligations of the Administrator thereunder.
(g) The Administrator shall perform any duties that are expressly required under the Trust Agreement to be performed by the Administrator.
(h) 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.
(i) 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 2015-2 Exchange Note);
(ACiii) the payment amendment, change or modification of expenses, costs the Related Documents;
(iv) the appointment of successor Note Registrars and indemnities 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 or the Indenture Trustee of its obligations under the Indenture; and
(Section 6.7);v) the removal of the Indenture Trustee.
(j) 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, or (ii) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 2 contracts
Sources: Administration Agreement (GMF Leasing LLC), Administration Agreement (GMF Leasing LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository Agreement2018-A Basic 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 Agreement2018-A Basic Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository Agreement2018-A Basic Documents. The Administrator shall perform such calculations and shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, notices, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture 2018-A Basic Documents, and at the Note Depository Agreementrequest of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2018-A Basic Documents. In furtherance of the foregoing, the Administrator shall taketake (or, in the name and on behalf case of the Issuerimmediately preceding sentence, cause to be taken) all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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):
(Ai) 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 for authentication (Section 2.22.02);
(Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and (Section 2.05(a));
(iii) the determination as to of whether the requirements of UCC Section 8-401(a) 401 are met and (Section 2.05(b));
(iv) the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request Order requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.62.06);
(Dv) the determination of duty to cause the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the Indenture Trustee to release of property from the lien Lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(Gvi) the direction of the Indenture Trustee to appoint one or more Authenticating Agents (Section 2.15);
(vii) the duty to cause the payment of all principal and interest to the Noteholders (Section 3.01);
(viii) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes, and where notices and demands to or upon the Issuer in respect of the Notes if and the Indenture Trustee ceases to maintain such an office may be served (Section 3.23.02);
(Hix) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(Ix) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies monies, subject to Section 1.02(d), with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(Jxi) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.43.04);
(Lxii) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and the preparation and filing of all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action actions as is are necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)Section 3.05);
(Mxiii) the delivery of the Opinion of Counsel on the 2018-A Closing Date (and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture ) (Sections 3.6 and 3.9Section 3.06);
(Nxiv) the identification to the Indenture Trustee in an Officer's ’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture Indenture, if other than the Servicer or Administrator (Section 3.7(b3.07(b));
(Oxv) the prompt written notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by Exchange Note Servicer Event of Default under the 2018-A Servicing Agreement and, if such Exchange Note Servicer Event of Default arises from the failure of the Servicer to perform any party of its duties or obligations under the 2018-A Servicing Agreement with respect to the Sale 2018-A Collateral, the taking of all reasonable steps available to remedy such failure (Sections 3.07(d), 3.16 and Servicing Agreement (Section 3.195.01);
(Wxvi) the delivery of any Officer’s Certificate and the Opinion of Counsel in connection with any consolidation or merger of the Issuer or any conveyance or transfer of any of the Issuer’s assets (Section 3.09);
(xvii) the monitoring of the Issuer's ’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of documents and instruments required for the Opinions release of Counsel and the Independent Certificate relating thereto and the demand to Issuer from its obligations under the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(Xxviii) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate 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 and the obtaining of an opinion appointment of a nationally recognized firm of independent certified public accountants, a written certification thereof successor Indenture Trustee (Sections 6.08 and the Opinions of Counsel relating thereto (Section 4.16.10);
(Yxix) the demand to remit monies 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 4.37.01);
(Zxx) the duty to cause the Servicer to deliver the Monthly Investor Report (Section 8.02);
(xxi) the preparation of an Issuer Request for the release of the Trust Estate (Section 8.05(c));
(xxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel and Officer's Certificate ’s Certificates with respect to the execution of supplemental indentures and the mailing of notices as required by the Indenture with respect to such supplemental indentures (Sections 9.01 and 9.02);
(xxiii) the preparation and execution of new Notes conforming to any supplemental indenture (Section 9.06);
(xxiv) the duty to cause the deposit of an amount equal to the Note Redemption Price into the 2018-A Exchange Note Collection Account upon redemption of Notes (Section 10.01);
(xxv) the duty to notify each Noteholder of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee after to take any action under the occurrence Indenture (Section 11.01(a)); and
(xxvii) the preparation and delivery of Officer’s Certificates for the release of property from the Lien of the Indenture (Section 11.01(b)).
(b) The Administrator shall:
(i) pay the Owner Trustee from time to time reasonable compensation for all services rendered by the Owner Trustee under the Trust Agreement (which compensation shall not be limited by any event which provision of law in regard to the compensation for a trustee of an express trust);
(ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the giving Trust Agreement (including reasonable compensation, expenses and disbursements of notice its agents and the lapse of time would become an Event of Default under counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(iii) in accordance with Section 5.1(iii) 6.07 of the Indenture, pay the Indenture Trustee from time to time reasonable compensation for its status services pursuant to a fee agreement between the Administrator and what action the Indenture Trustee and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses), disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees, representatives and agents 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, loss, expense or liability in connection with the exercise or performance of any of their powers or duties under the Indenture or under any of the other 2018-A Basic Documents or in connection with any proceedings brought by the Indenutre Trustee to enforce the indemnification obligations of the Issuer is taking under the Indenture or proposes under any of the other 2018-A Basic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The Administrator shall defend any such claim, and the Indenture Trustee may have separate counsel, and the Administrator shall pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.
(c) In addition to the duties set forth in Sections 1.02(a) and (b), the Administrator shall (i) execute on behalf of the Issuer or the Owner Trustee and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of 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 2018-A Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the 2018-A Basic 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, 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 directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the 2018-A Collateral (including the 2018-A Basic 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 other 2018-A Basic 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 Certificateholder as contemplated in Section 5.01(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the other 2018-A Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 9.01(a) of the Trust Agreement with respect thereto to notifying the Certificateholder of the final distribution of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the 2018-A Servicing Supplement and Article Five of the Trust Agreement and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to the Certificateholder; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable the Certificateholder to prepare its federal and state income tax returns.
(Section 5.1f) The Administrator shall satisfy its obligations with respect to Sections 1.02(d) and (e) by retaining, at the expense of the Issuer, payable by the Administrator, accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder.
(g) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or any other 2018-A Basic Document.
(h) 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.
(i) 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, change, modification, waiver 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 payments on the 2018-A Leases or 2018-A Vehicles);
(AAiii) the compliance with amendment, change, modification, or waiver of any written directive 2018-A Basic Document;
(iv) the appointment of successor Note Registrars, successor Note 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;
(v) the appointment of a successor Owner Trustee pursuant to the Trust Agreement; and
(vi) the removal of the Indenture Trustee with respect Trustee.
(j) Notwithstanding anything to the sale contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the 2018-A Basic Documents, (ii) sell the Trust Estate pursuant to Section 5.04(a) of the Indenture Trust Estate at one or more public or private sales called and conducted in (iii) take any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);other action that the Issuer directs the Administrator not to take on its behalf.
(ABk) To the undertaking of actions set forth in Section 5.16 as requested extent any notice must be delivered to the Rating Agencies by the Issuer, the Owner Trustee, the Titling Trustee or the Indenture Trustee (Section 5.16);
(AC) under the payment of expenses2018-A Basic Documents, costs and indemnities such notice will be delivered to the Indenture Trustee (Administrator and the Administrator will deliver such notice to the Rating Agencies. If MBFS USA is no longer the Administrator, the Administrator shall provide any Rating Agency notices under this Section 6.7);1.02 to the Transferor, who shall provide such notices to the Rating Agencies within the required time periods.
Appears in 2 contracts
Sources: Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-A), Administration Agreement (Mercedes-Benz Auto Lease Trust 2018-A)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any Swap Counterparty under the Interest Rate Swap Agreements (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 2 contracts
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC), Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect respect to the Indenture and the Note Depository AgreementTransaction Documents.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementTransaction 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 AgreementTransaction Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementTransaction Documents. The Administrator shall prepare for execution by the Issuer, Issuer or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, filings, instruments, notices, certificates and opinions 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 AgreementTransaction Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (all section references in this Section 1(a)(i) are to sections of the Indenture):
(A) the preparation of Issuer Orders directing the authentication of Notes and the preparation of or obtaining of the any other documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.22.02);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.04);
(C) the determination as to whether notification of Noteholders of the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen final principal payment on their Notes (Section 2.62.07(b)) or indication on the Monthly Servicer’s Report that the Principal Amount is 0;
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture Collateral (Section 2.102.12);
(FE) the preparation maintenance of Definitive Notes an office or agency in accordance with New York, New York, or the instructions appointment of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New Yorkas its agent therefor, for registration of transfer or exchange of Notes if Notes, and the delivery of notice to the Indenture Trustee ceases to maintain of the location, and of any change in the location, of any such an office or agency (Section 3.23.02);
(HF) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c3.03);
(G) the direction to a Paying Agent to pay to the Indenture Trustee all sums held by such Paying Agent (Section 3.03);
(H) the preparation of and delivery to the Indenture Trustee of an Issuer Request directing the Indenture Trustee to deposit in the Collection Account any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable (Section 3.03);
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 or and agreement included in the Indenture Trust Estate Collateral (Section 3.43.04);
(LJ) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate Collateral, other than as prepared by the Servicer (Sections 3.5 and 3.7(c)Section 3.05);
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NK) the identification to the Indenture Trustee in an Officer's ’s Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b3.06(b));
(L) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Pooling and Servicing Agreement (Sections 3.06(d) and 3.12);
(M) the notification of the Indenture Trustee of any termination of the Servicer’s rights and powers under the Pooling and Servicing Agreement (Section 3.06(d));
(N) the notification of the Indenture Trustee and each Rating Agency of the appointment of a Successor Servicer under the Pooling and Servicing Agreement (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement) (Section 3.06(d));
(O) the notification delivery of certain statements as to compliance with the Indenture Trustee (Sections 3.08(a)(F) and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d3.08(b)(F));
(P) the appointment preparation and obtaining of documents and instruments required for the release of the Successor Servicer and preparation of Issuer from its obligations under the related servicing agreement Indenture (Section 3.7(e3.09(b));
(Q) the notification of the termination Indenture Trustee and each Rating Agency of an Event of Default under the Servicer and appointment of the Successor Servicer Indenture (Section 3.7(f)3.12);
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAS) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted Collateral in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.45.04);
(ABT) the undertaking preparation and delivery to Noteholders and the Indenture Trustee of actions set forth a notice stating the record date, the payment date and the amount to be paid on such record date (Section 5.06(b));
(U) the preparation and delivery of notice to Noteholders and each Rating Agency of the appointment of a successor Indenture Trustee (Section 6.08);
(V) 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 Section 5.16 as requested by connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(W) the notification of the Rating Agencies of any merger or consolidation involving the Indenture Trustee (Section 5.166.09);
(ACX) the payment furnishing of expensesthe Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(Y) the filing of reports required by the Commission or under the TIA (Section 7.03);
(Z) the opening of one or more accounts in the Indenture Trustee’s name, costs the preparation and indemnities delivery of Issuer 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 (Sections 8.02 and 8.03);
(AA) the preparation of an Issuer Request and Officer’s Certificate, if necessary, for the release of the Collateral (Section 8.04(b));
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(CC) the preparation, execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06);
(DD) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(EE) the preparation and delivery of all Officer’s Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 6.711.01(a));
(FF) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (GG) the recording of the Indenture, if applicable (Section 11.14).
(ii) The Administrator agrees to:
(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 Transaction 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 negligence, bad faith, or willful misconduct;
(B) 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, bad faith, or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the 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 (the indemnities provided by this section shall include, without limitation, an indemnity as described above with respect to the Depositor’s obligations in favor of the Owner Trustee under Section 8.02 of the Trust Agreement to the extent any such obligations to the Owner Trustee remain unpaid).
(C) perform the duties of the Administrator specified in Section 9.01(e) of the Trust Agreement required to be performed in connection with the winding up of the Issuer.
Appears in 2 contracts
Sources: Administration Agreement (Cit Equipment Collateral 2006-Vt2), Administration Agreement (CIT Equipment Collateral 2006-Vt1)
Duties of the Administrator. (a) Duties with Respect respect to the Indenture and the Note Depository AgreementBasic Documents.
(i) The Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the Note Depository AgreementBasic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository AgreementBasic Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee Issuer when action by the Issuer is necessary to comply with the Issuer's ’s duties under the Indenture and the Note Depository AgreementBasic Documents. The Administrator shall prepare for execution by the Issuer, Issuer or shall cause the preparation by other appropriate Persons of, persons of all such documents, reports, filings, instruments, notices, certificates and opinions that as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Note Depository AgreementBasic Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer to take, take pursuant to the Indenture includingBasic Documents and shall prepare, without limitationobtain, such execute, file and deliver on behalf of the foregoing Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as are required with respect it shall be the duty of the Issuer to prepare, file or deliver pursuant to the following matters under the Indenture Basic Documents or otherwise by law.
(references are to sections of the Indenture):ii) The Administrator shall also:
(A) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to pay the Indenture Trustee and the Owner Trustee from time to time the reasonable compensation provided for authentication (Section 2.2)in the Indenture and the Trust Agreement, respectively;
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of reimburse the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under Owner Trustee for all reasonable expenses, disbursements and advances incurred or made by the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from Indenture Trustee or the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect Owner Trustee to the Receivables, extent the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity Indenture Trustee or the transfer by the Issuer of its properties or assets (Owner Trustee is entitled to such reimbursement pursuant to Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) upon the request 6.07 of the Indenture Trustee, the execution or Sections 8.01 and delivery of any instruments and the undertaking of any actions reasonably necessary to carry out more effectively the purpose 8.02 of the Indenture (Section 3.17);Trust Agreement, as applicable; and
(VC) the delivery of written notice to indemnify the Indenture Trustee and the Rating Agencies of Owner Trustee and the other Indemnified Parties for, and hold each Event of Default under harmless against, any losses, liability or expense to the extent the Indenture and each default by any party Trustee or the Owner Trustee or the other Indemnified Parties are entitled to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand such indemnification pursuant to the Indenture Trustee for execution of certain instruments or the Trust Agreement, as applicable. 2 (Section 4.1NAROT 2022-B Administration Agreement);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 2 contracts
Sources: Administration Agreement (Nissan Auto Receivables 2022-B Owner Trust), Administration Agreement (NISSAN AUTO RECEIVABLES Co II LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any Swap Counterparty under the Interest Rate Swap Agreements (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 2 contracts
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC), Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.6);
(DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4);
(HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(II) the recording of the Indenture, if applicable (Section 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 (Section 5.16which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(ACB) except as otherwise expressly provided in the payment of expensesIndenture, costs and indemnities to 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 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 (including reasonable attorneys' fees) 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) indemnify the Owner Trustee and the Delaware Trustee and their successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Indemnified Party's own willful misconduct, bad faith or negligence; and
(E) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any of their respective officers, directors, employees and agents from and against any loss, liability or expense incurred by reason of (i) the Depositor's or the Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or (ii) any breach of the Depositor of any term, provision or covenant contained in the Sale and Servicing Agreement. Indemnification under this Section 6.7);shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any such amount from others, such Person shall promptly repay such amounts to the Administrator, without interest.
Appears in 2 contracts
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P), Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the obligations and duties of the Issuer and the Owner Trustee under the Note Depository AgreementRelated 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 AgreementRelated Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementRelated Documents. The Administrator shall prepare for execution by the IssuerIssuer or the Owner Trustee, as the case may be, or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, notices, filings, instruments, notices, certificates and opinions 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 AgreementRelated Documents. In furtherance of the foregoing, the Administrator shall taketake (or, in the name and on behalf case of the Issuerimmediately preceding sentence, cause to be taken) all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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):
(Ai) 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 for authentication (Section 2.2);
(Bii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.4);
(Ciii) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(Liv) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is are necessary or advisable to protect the Indenture Issuer Trust Estate (Sections 3.5 and 3.7(c)Section 3.5);
(Mv) the delivery of the Opinion of Counsel on the 2015-1 Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust EstateDate, and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections Section 3.6 and 3.9);
(Nvi) the identification to the Indenture Trustee in an Officer's ’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(Ovii) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination each Servicer Default under the Sale and 2015-1 Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and 2015-1 Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(Pviii) the appointment delivery of the Successor Servicer and preparation of Officer’s Certificate as to compliance with the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets Program Documents (Section 3.10);
(Six) the delivery notification of a letter for release the Indenture Trustee and the Issuer Owner Trustee of each Event of Default or Servicer Default (Section 3.11(b)3.20);
(Tx) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) upon the request notification of the Indenture Trustee, the execution and delivery of any instruments Trustee and the undertaking Issuer Owner Trustee of any actions reasonably necessary to carry out more effectively the purpose each event described in Section 3.22 of the Indenture (Section 3.173.21);
(Vxi) the delivery of written notice the 2015-1 Exchange Note to the Indenture Trustee and in Minneapolis, Minnesota on the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement 2015-1 Closing Date (Section 3.193.23);
(Wxii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.1);
(xiii) the maintenance of books and records of the Issuer (Section 3.24);
(xiv) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions Opinion of Counsel relating thereto (Section 4.1);
(Yxv) the demand to remit monies appointment of a successor Indenture Trustee or removal of the Indenture Trustee (Section 4.36.7 and 6.10);
(Zxvi) 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 6.7 and 6.9);
(xvii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(xviii) the filing with the Indenture Trustee of copies of the annual reports and other information, documents and other reports the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act within fifteen (15) days after the issuer is required to file the same with the Commission (Section 7.3(a)(i));
(xix) the filing with the Indenture Trustee and the Commission such additional 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 the rules and regulations prescribed from time to time by the Commission (Section 7.3(a)(ii));
(xx) the furnishing of the Indenture Trustee with summaries of any information, documents and reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and (ii) of the Indenture as may be required by the regulations prescribed from time to time by the Commission (Section 7.3(a)(iii));
(xxi) the notification of the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4(b));
(xxii) the preparation of an Issuer Request for the release of the Issuer Trust Estate (Section 8.4);
(xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1 and 9.2);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.4);
(xxv) the preparation and delivery of all Officer's Certificate ’s Certificates and Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee after to take any action under the occurrence Indenture (Section 11.1(a)); and
(xxvi) the preparation and delivery of any event which with Officer’s Certificates for the giving release of notice and property from the lapse of time would become an Event of Default under Section 5.1(iii) Lien of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto Indenture (Section 5.111.1(b)).
(b) The Administrator shall:
(i) pay the Owner Trustee in its individual capacity from time to time reasonable compensation for all services rendered by the Owner Trustee 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);
(AAii) except as otherwise expressly provided in the compliance Trust Agreement, reimburse the Owner Trustee (as such or in its individual capacity) upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee (as such or in its individual capacity) in accordance with any written directive 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 own gross negligence or willful misconduct;
(iii) pay the Indenture Trustee with respect from time to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested time reasonable compensation for all services rendered by the Indenture Trustee (including the fees and expenses of its counsel) under the Program Documents (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(iv) indemnify the Indenture Trustee in accordance with Section 5.166.6 of the Indenture and indemnify the Owner Trustee in accordance with Section 8.2 of the Trust 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, including those required under or requested pursuant to the TIA, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture 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 Paying Agent 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 5.1(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Paying Agent 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 or the Paying Agent, as applicable, set forth (i) in Section 9.1(b) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date with respect to which final payment of the Trust Certificates shall be made, and (ii) Section 5.3(b) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders and preparation and filing of tax returns; provided, however, that the Owner Trustee shall retain responsibility for the distribution (but not the preparation) of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrator shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuer, payable by the Administrator, accountants, which shall perform the obligations of the Administrator thereunder.
(g) The Administrator shall perform any duties that are expressly required under the Trust Agreement to be performed by the Administrator.
(h) 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.
(i) 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 2015-1 Exchange Note);
(ACiii) the payment amendment, change or modification of expenses, costs the Related Documents;
(iv) the appointment of successor Note Registrars and indemnities 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 or the Indenture Trustee of its obligations under the Indenture; and
(Section 6.7);v) the removal of the Indenture Trustee.
(j) 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, or (ii) take any other action that the Issuer directs the Administrator not to take on its behalf.
Appears in 2 contracts
Sources: Administration Agreement (GM Financial Automobile Leasing Trust 2015-1), Administration Agreement (GM Financial Automobile Leasing Trust 2015-1)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator shall will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall will monitor the performance of the Issuer and shall will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall will prepare for execution by the Issuer, or shall will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall will take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall will be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have has occurred and be is continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.6);
(DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4);
(HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(II) the recording of the Indenture, if applicable (Section 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 (Section 5.16which compensation will not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(ACB) 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 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 (including reasonable attorneys' fees) 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) indemnify the Owner Trustee and its successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any other Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement, except only that the Administrator will not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Indemnified Party's own willful misconduct, bad faith or negligence; and
(E) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and any of their respective officers, directors, employees and agents from and against any loss, liability or expense incurred by reason of (i) the Depositor's or the Issuer's violation of federal or state securities laws in connection with the offering and sale of the Securities or (ii) any breach of the Depositor of any term, provision or covenant contained in the Sale and Servicing Agreement. Indemnification under this Section will survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and will include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator makes any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any such amount from others, such Person will promptly repay such amounts to the Administrator, without interest.
(b) Duties with Respect to the Interest Rate Swap Agreements.
(i) Promptly following the early termination of any Interest Rate Swap Agreement due to a Termination Event or an Event of Default (as such terms are defined in each Interest Rate Swap Agreement) (unless the Indenture Trustee is selling or liquidating the Indenture Trust Estate), the Administrator agrees to use reasonable efforts to cause the Issuer to enter into a replacement interest rate swap agreement on terms similar to those of such Interest Rate Swap Agreement with an eligible swap counterparty. If and to the extent any Swap Termination Payments that are received from a Swap Counterparty are to be applied as an initial payment to a replacement Swap Counterparty, the Administrator will direct the Indenture Trustee to retain such amounts and will provide the Indenture Trustee with written instructions regarding the application and payment of expensessuch amounts.
(ii) If a Swap Counterparty is required to collateralize the Interest Rate Swap transaction, costs and indemnities the Administrator will send written instructions to the Indenture Trustee to establish individual collateral accounts and to hold any securities deposited therein in trust and invest any cash amounts therein in accordance with the provisions of the Interest Rate Swap Agreement.
(iii) The Administrator will notify the Indenture Trustee of the occurrence or existence of a default, event of default or similar condition or event with respect to any credit support provider for a Swap Counterparty or any payment default with respect to any credit support provider or Swap Counterparty in amounts equal to or greater than the threshold amounts specified in, and in accordance with Section 6.7);5(a)(vi) of, the Interest Rate Swap Agreement.
(iv) The Administrator will notify the Swap Counterparties of any proposed amendment or supplement to this Agreement or to any of the Indenture, the Purchase Agreement, the Sale and Servicing Agreement or the Trust Agreement. If such proposed amendment or supplement would adversely affect any of the Swap Counterparties' rights or obligations under the Interest Rate Swap Agreements or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under, the Interest Rate Swap Agreements, the Administrator will obtain the consent of the Swap Counterparties prior to the adoption of such amendment or supplement, provided, the Swap Counterparties' consent to any such amendment or supplement will not be unreasonably withheld, and provided further, a Swap Counterparty's consent will be deemed to have been given if such Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent and in accordance with the terms of the Interest Rate Swap Agreement.
(v) At least five days prior to the effective date of any proposed amendment or supplement to an Interest Rate Swap Agreement, the Administrator will provide the Rating Agencies with a copy of the amendment or supplement. Unless the amendment or supplement clarifies any term or provision, corrects any inconsistency, cures any ambiguity, or corrects any typographical error in such Interest Rate Swap Agreement, an amendment or supplement to such Interest Rate Swap Agreement will be effective only after receipt of Rating Agency Confirmation.
(vi) The Administrator will be designated as the Calculation Agent pursuant to the Interest Rate Swap Agreements and will perform such calculations and duties with respect thereto. The Administrator will calculate and provide wr
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator shall will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall will monitor the performance of the Issuer and shall will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall will prepare for execution by the Issuer, or shall will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall will 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 will take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall will be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any Swap Counterparty under the Interest Rate Swap Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have has occurred and be is continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository AgreementIssuer Documents.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementIssuer Documents. 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 AgreementIssuer Documents. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer's duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementIssuer Documents. The Administrator shall prepare for execution by the Issuer, Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of, of all such documents, reports, filings, instruments, noticescertificates, certificates notices and opinions that 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 AgreementIssuer Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take, take pursuant to the Indenture includingIssuer Documents, without limitation, including such of the foregoing as are required with respect to the following matters under the Indenture Issuer Documents (unless otherwise specified, references are to sections of the Indenture):
(A) the preparation of or obtaining of the documents and instruments required for execution authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause causing the Note Register to be kept and to give giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.4);
(C) the determination as to whether notification of Noteholders of the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen final principal payment on their Notes (Section 2.62.7(e));
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture collateral (Section 2.102.9);
(E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(F) the preparation maintenance of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The the City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(HG) the duty to cause causing newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(IH) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d3.3(b));
(JI) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Indenture Owner Trust Estate (Section 3.4);
(LJ) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments and instruments, in accordance with Section 3.5 of the taking of such other action as is Indenture, necessary or advisable to protect the Indenture Owner Trust Estate (Sections 3.5 and 3.7(c)Section 3.5);
(MK) the delivery of the Opinion of Counsel on the Closing Date and Date, in accordance with Section 3.6(a) of the annual delivery of Opinions of Counsel Indenture, as to the Indenture Owner Trust Estate, and the annual delivery of the Officer's Opinion of Counsel, the Officers' Certificate and certain other statements statements, in accordance with Sections 3.6(b) and 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(NL) the identification to the Indenture Trustee in an Officer's Officers' Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(OM) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RN) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger release of the Issuer with another entity or from its obligations under the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release Indenture (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VO) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture Indenture, each Servicer Default under the Servicing Agreement, each default by the Seller under the Pooling Agreement, each default by NFC under the Purchase Agreement and each default by any party to Harco Leasing under the Sale and Servicing Lease Purchase Agreement (Section 3.19);
(WP) the monitoring of 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAQ) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Owner Trust Estate at one or more public or private sales called and conducted in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABR) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(ACS) the payment preparation of expensesany 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 6.8 and 6.10);
(T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(U) the preparation and, costs after execution by the Issuer, the filing with the Commission, any applicable state agencies and indemnities the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(V) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5);
(W) the preparation of the statements to Securityholders in accordance with Section 8.8(a) of the Indenture (Section 8.8(a));
(X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(Z) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2);
(AA) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 6.711.1(a));
(BB) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(CC) the notice or other communication to the Rating Agencies, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 11.4 (Section 11.4);
(DD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(EE) the recording of the Indenture, if applicable (Section 11.15).
(ii) In addition, the Administrator will indemnify the Owner Trustee 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 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 of their powers or duties under the Trust Agreement.
Appears in 1 contract
Sources: Administration Agreement (Navistar Financial Retail Receivables Corporation)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement, the Sale and Servicing Agreement, the Insurance Agreement and the Indenture.
(i) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuer under the Note Depository AgreementAgreement 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 Insurance Agreement, the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture Sale and Servicing Agreement, the Note Depository Insurance Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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 take 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 or obtaining of the documents Notes and instruments required for the execution of the Notes upon their issuance and delivery upon the registration of any transfer or exchange of the same to the Indenture Trustee for authentication Notes (Section 2.2Sections 2.02 and 2.03);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.03);
(C) the determination as to whether the requirements notification of UCC Section 8-405 are met Noteholders and the preparation Securities Insurer of an Issuer Request requesting the final principal payment on the Notes or of the redemption of the Notes or the duty to cause the Indenture Trustee to authenticate provide such notification (Sections 2.06(b) and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.610.02);
(D) performing the determination function of the expenses associated Issuer with respect to the issuance cancellation of replacement the Notes (Section 2.6(b)2.07);
(E) the preparation, preparation of or obtaining or filing of Issuer Requests, instruments, opinions the documents and certificates and other documents instruments required for the release of property from the lien authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.102.08);
(F) the preparation maintenance of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New YorkSt. ▇▇▇▇, Minnesota, for registration of transfer or exchange of Notes if (Section 3.02);
(G) the delivery to the Indenture Trustee ceases to maintain such an office Trustee, the Securities Insurer and the Rating Agencies of prompt written notice of each Event of Default under the Indenture (Section 3.23.13);
(H) the duty to act as Paying Agent for the Issuer and the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(I) the delivery of the Issuer Order to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(J) notifying the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the IndentureIndenture Trustee, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee Securities Insurer and the Rating Agencies of the occurrence of an Event of Servicing Termination Default under the Sale and Servicing Agreement by the Servicer or the Transferor and, if such an Event of Servicing Termination Default arises from the failure of the Servicer or the Transferor to perform any of its their respective duties under the Sale and Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d3.07(d));
(PK) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(XL) opening one or more accounts in the monitoring Owner Trust's name (Section 8.02);
(M) notifying the Rating Agencies, the Master Servicer and the Securities Issuer of the Issuer's obligations as to the satisfaction, discharge and defeasance a redemption of the Notes and the preparation of an Officer's Certificate duty to cause the Majority Residual Interestholders or the Securities Insurer, as applicable, to deposit the Termination Price into the Note Payment Account and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto Certificate Distribution Account (Section 4.110.01);
(YN) providing the demand Indenture Trustee with calculations pertaining to remit monies 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 Servicer sufficient information to calculate such amounts (Section 4.33.03);
(ZO) the preparation and filing of an Officer's Certificate to all documents and reports by the Indenture Trustee after Issuer on Forms 8-K and 10-K as required under the occurrence Exchange Act, the rules and regulations of any event which with the giving of notice Commission thereunder and the lapse of time would become an Event of Default under TIA (Section 5.1(iii7.03); and
(P) filing Internal Revenue Service Form 8811 within 30 days of the IndentureClosing Date, its status and what action designating the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive officer of the Indenture Trustee that Noteholders may contact for original issue discount information with respect to the sale Notes, and updating such Form at the time or times required by the Code.
(Q) executing and delivering any financing statement, continuation statement or other instrument necessary or required pursuant to Section 3.05 of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.43.05);.
(ABii) Notwithstanding anything in this Agreement or the undertaking Related Agreements to the contrary, the Administrator shall be responsible for performance of actions the duties of the Owner Trustee set forth in the Owner Trust Agreement with respect to, among other things, accounting and reports to Owners, and the Administrator shall be responsible for the performance of the tax duties set forth in (i) Sections 5.2(c) and (ii) 5.5 of the Owner Trust Agreement upon receipt of the Opinion of Counsel specified in Section 5.16 as requested by 5.5 of the Owner Trust Agreement stating that it is necessary to perform such tax duties; 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; provided further, that the Indenture Trustee (Section 5.16);shall receive written notification if there shall be two or more beneficial owners of the Owner Trust.
(ACi) The Administrator shall perform the payment duties of expensesthe Administrator specified in Section 10.02 of the Owner Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, costs and indemnities any other duties expressly required to be performed by the Administrator under the Owner Trust Agreement.
(ii) 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 Indenture Trustee (Section 6.7);Issuer than would be available from unaffiliated parties.
Appears in 1 contract
Sources: Administration Agreement (Empire Funding Home Loan Owner Trust 1998 3)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository AgreementIssuer Documents.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementIssuer Documents. 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 AgreementIssuer Documents. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer's duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementIssuer Documents. The Administrator shall prepare for execution by the Issuer, Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of, of all such documents, reports, filings, instruments, noticescertificates, certificates notices and opinions that 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 AgreementIssuer Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take, take pursuant to the Indenture includingIssuer Documents, without limitation, including such of the foregoing as are required with respect to the following matters under the Indenture Issuer Documents (unless otherwise specified, references are to sections of the Indenture):
(A) the preparation of or obtaining of the documents and instruments required for execution authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause causing the Note Register to be kept and to give giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.4);
(C) the determination as to whether notification of Noteholders of the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen final principal payment on their Notes (Section 2.62.7(e));
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture collateral (Section 2.102.9);
(E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(F) the preparation maintenance of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The the City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(HG) the duty to cause causing newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(IH) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d3.3(b));
(JI) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Indenture Owner Trust Estate (Section 3.4);
(LJ) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments and instruments, in accordance with Section 3.5 of the taking of such other action as is Indenture, necessary or advisable to protect the Indenture Owner Trust Estate (Sections 3.5 and 3.7(c)Section 3.5);
(MK) the delivery of the Opinion of Counsel on the Closing Date and Date, in accordance with Section 3.6(a) of the annual delivery of Opinions of Counsel Indenture, as to the Indenture Owner Trust Estate, and the annual delivery of the Officer's Opinion of Counsel, the Officers' Certificate and certain other statements statements, in accordance with Sections 3.6(b) and 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(NL) the identification to the Indenture Trustee in an Officer's Officers' Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(OM) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RN) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger release of the Issuer with another entity or from its obligations under the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release Indenture (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VO) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture Indenture, each Servicer Default under the Servicing Agreement, each default by the Seller under the Pooling Agreement, each default by NFC under the Purchase Agreement and each default by any party to Harco Leasing under the Sale and Servicing Lease Purchase Agreement (Section 3.19);
(WP) the monitoring of 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4);
(R) the preparation and delivery of notice to Noteholders and Swap Counterparty of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(S) 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 6.8 and 6.10);
(T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(U) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(V) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5);
(W) the preparation of the statements to Securityholders in accordance with Section 8.8(a) of the Indenture (Section 8.8(a));
(X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(Y) the demand execution and delivery of new Notes conforming to remit monies any supplemental indenture (Section 4.39.6);
(Z) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2);
(AA) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(BB) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(CC) the notice or other communication to the Rating Agencies, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 11.4 (Section 11.4);
(DD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6);
(EE) the recording of the Indenture, if applicable (Section 11.15);
(FF) the delivery to the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any consolidation or merger of the Issuer and any 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 after of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuer 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 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 Seller of its obligations under the Servicing Agreement and each default on the part of NFC 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 promptly 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(iii5.1(d) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.14.02(d) of the Swap Counterparty Rights Agreement);
(AAKK) the compliance with any delivery of written directive notice to the Swap Counterparty at least 60 days prior to the removal of the Indenture Trustee with respect Administrator without cause pursuant to the sale Section 10(c) of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing Administration Agreement (Section 5.44.08(a) of the Swap Counterparty Rights Agreement);
(ABLL) the undertaking delivery to the Swap Counterparty of actions set forth in a copy of any written notice from the Issuer to the Administrator effecting the immediate removal of the Administrator pursuant to Section 5.16 as requested by 10(d) of the Indenture Trustee Administration Agreement (Section 5.164.08(b) of the Swap Counterparty Rights Agreement);
(ACMM) the payment prompt transmittal to the Swap Counterparty of expensesany notice received by the Issuer from the Noteholders (Section 4.10 of the Swap Counterparty Rights Agreement);
(NN) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the Indenture (Section 4.11(f) of the Swap Counterparty Rights Agreement); and
(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 4.11(c) of the Swap Counterparty Rights Agreement).
(ii) In addition, the Administrator will indemnify the Owner Trustee 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 or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and indemnities to expenses of defending themselves against any claim or liability in connection with the Indenture Trustee (Section 6.7);exercise or performance of any of their powers or duties under the Trust Agreement.
Appears in 1 contract
Sources: Administration Agreement (Navistar Financial Retail Receivables Corporation)
Duties of the Administrator. (a) Duties with Respect to the Note Depository Agreement, the Indenture and the Note Depository AgreementIndenture Supplement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under 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, each Indenture Supplement 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, each Indenture Supplement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, each Indenture and Supplement or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer or the Owner Trustee to take, 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):or an Indenture Supplement:
(A) the delivery of an Officer's Certificate or an Opinion of Counsel as to compliance with the Indenture (Indenture Section 102);
(B) the preparation of or obtaining of the documents and instruments required for execution authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2Indenture Sections 204 and 205);
(BC) the delivery to the Indenture Trustee of the Issuer Certificate (Indenture Section 2.02);
(D) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC (Indenture Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b)305);
(E) the preparationdelivery to the Indenture Trustee and the Note Rating Agencies of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, obtaining or filing of Issuer Requests, instruments, opinions and certificates and certain other documents required for the release related to a new issuance of property from the lien of the Notes (Indenture (Section 2.10310);
(F) the preparation receipt of Definitive Notes in accordance with a confirmation from the instructions of Note Rating Agencies and the Clearing Agency and delivery of such to the Trustee and the Note Rating Agencies of a CARCO Trust Tax Opinion and an Issuer Tax Opinion in regard to a change in the Required Subordinated Amount for any class of Notes (Indenture Trustee (Section 2.13311);
(G) the maintenance duty to cause to be established and notice of location of maintained the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Collection Account (Indenture Trustee ceases to maintain such an office (Section 3.2402);
(H) the giving of written directions to the Indenture Trustee regarding investment of funds on deposit in the Accounts (Indenture Section 403);
(I) the giving of demand to the Indenture Trustee to execute proper instruments acknowledging satisfaction and discharge of the Indenture, and delivery to the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel regarding the satisfaction and discharge of the Indenture (Indenture Section 601);
(J) the reduction of the Investor Interest of the Collateral Certificate in connection with the cancellation of a Note (Indenture Section 603);
(K) the approval of the appointment of an Authenticating Agent (Indenture Section 814);
(L) the preparation of required tax information and delivery thereof to the Indenture Trustee (Indenture Section 815);
(M) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Indenture Section 901);
(N) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Indenture Section 905);
(O) the completion and delivery to the Indenture Trustee, CARCO Trust Trustee and the Note Rating Agencies of the Monthly Noteholder's Statement (Indenture Section 907);
(P) the completion of the Payment Instruction and delivery of a copy thereof to the Indenture Trustee and the CARCO Trust Trustee, and notification of the Servicer under the Series 2002-CC Supplement of the information necessary to be provided by the Issuer to calculate the Investor Interest of the Collateral Certificate (Indenture Section 908);
(Q) the delivery of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, and an Officer's Certificate, in connection with the amendment of the Indenture or entering into a supplemental indenture (Indenture Sections 1001 and 1002);
(R) the delivery to the Indenture Trustee of an Opinion of Counsel in connection with the execution of an Indenture Supplement (Indenture Section 1003);
(S) the provision of notice of a proposed amendment, modification, waiver or supplement to the Indenture or certain other documents and the request from Noteholders directions as to the taking of such proposed action (Indenture Section 1009);
(T) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Indenture Section 3.3(c)1103);
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(JU) the delivery of an Issuer Request for publication and notification of unclaimed amounts annual compliance statement as specified in the Indenture (Indenture Section 3.3(e)1104);
(KV) the maintenance doing or causing to be done of all things necessary to preserve and keep in full force and effect the Issuer's legal existence (Indenture Section 1105);
(W) at the request of the Indenture Trustee, to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Indenture Section 1106);
(X) the provision of any information to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Exchange Act (Indenture Section 1112);
(Y) the delivery to the Indenture Trustee of an Officer's Certificate and Opinion of Counsel in connection with the consolidation or merger of the Issuer's status , or conveyance or transfer of any of its properties substantially as an entirety to any Person (Indenture Section 1114);
(Z) the taking of all actions necessary to obtain and maintain a statutory trust perfected lien on and security interest in the obtaining and preservation Collateral in favor of the Issuer's qualification to do business Indenture Trustee, and all related actions listed in each jurisdiction in which such qualification is or shall be necessary to protect Section 13.01 of the validity and enforceability Indenture (Indenture Section 1301);
(AA) the recording of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the if applicable (Indenture Trust Estate (Section 3.41301);
(LBB) delivery of an Officer's Certificate in connection with the preparation and filing, as applicable, release of all supplements and amendments to the Collateral (Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)Section 1307);
(MCC) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to regarding the Collateral (Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9Section 1309);
(NDD) the identification to the Indenture Trustee in an Officer's Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Indenture Section 3.7(b)1310);
(OEE) the notification of delivery to the Indenture Trustee and of a copy of each agreement with a Noteholder to provide for a method of payment or notices different from that provided for in the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure Indenture (Indenture Section 3.7(d)1406);
(PFF) the appointment deposit of Receivables Sales Proceeds, if any, for any Series of Notes into the Successor Servicer and preparation of the related servicing agreement applicable Interest Funding Account (Section 3.7(e)Indenture Supplement);
(QGG) the notification calculation of the termination Nominal Liquidation Amount of each Series of Notes and the Overcollateralization Amount (Indenture Supplement); and
(HH) the appoinment of the Servicer and appointment Calculation Agent (Indenture Supplement).
(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 not be limited by any provision of law in regard to the Successor Servicer (Section 3.7(f)compensation of a trustee of an express trust);
(RB) except as otherwise expressly provided in the preparation Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and obtaining of advances incurred or made by the Indenture Trustee in accordance with any documents, instruments and opinions required for the consolidation or merger provision of the Issuer with another entity or Indenture (including the transfer by the Issuer reasonable compensation, expenses and disbursements of its properties agents and counsel), except any such expense, disbursement or assets (Section 3.10)advance as may be attributable to its negligence or bad faith;
(SC) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) upon the request of indemnify the Indenture Trustee, and hold it harmless against, any losses, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the execution and delivery of any instruments and the undertaking of any actions reasonably necessary to carry out more effectively the purpose acceptance or administration of the Indenture (Section 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default transactions contemplated by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, including the costs and expenses of defending themselves against any claim or liability (whether asserted by the Issuer, the Servicer, any Holder or any other Person) in connection with the exercise or performance of any of its status and what action powers or duties under the Issuer is taking or proposes to take with respect thereto (Section 5.1);Indenture; and
(AAD) indemnify the compliance Owner 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 any written directive the acceptance or administration of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested transactions contemplated by the Indenture Trustee (Section 5.16);
(AC) Trust Agreement, including the payment of expenses, reasonable costs and indemnities to expenses of defending themselves against any claim or liability in connection with the Indenture Trustee (Section 6.7);exercise or performance of any of their powers or duties under the Trust Agreement.
Appears in 1 contract
Sources: Administration Agreement (Carco Auto Loan Master Trust)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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):): 2
(A) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));; 3
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any 4 period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.6);
(DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4);
(HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(II) the recording of the Indenture, if applicable (Section 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 (Section 5.16which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 5
(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;
(ACC) the payment of expenses, costs and indemnities to 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 (including reasonable attorneys' fees) 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) indemnify the Owner Trustee and the Delaware Trustee and their successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Indemnified Party's own willful misconduct, bad faith or negligence; and
(E) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any of their respective officers, directors, employees and agents from and against any loss, liability or expense incurred by reason of (i) the Depositor's or the Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or (ii) any breach of the Depositor of any term, provision or covenant contained in the Sale and Servicing Agreement. Indemnification under this Section 6.7);shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any such amount from others, such Person shall promptly repay such amounts to the Administrator, without interest.
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the --------------------------- -------------------------- Indenture and the Note Depository Agreement.
(i) The Administrator agrees to ------------------------------------------- perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the IssuerTrust's status as a statutory business trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 3.13, 3.14 and 4.9 4.7 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 1 contract
Sources: Administration Agreement (Bear Stearns Asset Backed Funding Ii Inc)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the IssuerTrust's status as a statutory business trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3));
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, expenses and costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 1 contract
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository AgreementIssuer Documents.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementIssuer Documents. 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 AgreementIssuer Documents. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer's duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementIssuer Documents. The Administrator shall prepare for execution by the Issuer, Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of, of all such documents, reports, filings, instruments, noticescertificates, certificates notices and opinions that 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 AgreementIssuer Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take, take pursuant to the Indenture includingIssuer Documents, without limitation, including such of the foregoing as are required with respect to the following matters under the Indenture Issuer Documents (unless otherwise specified, references are to sections of the Indenture):
(A) the preparation of or obtaining of the documents and instruments required for execution authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause causing the Note Register to be kept and to give giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.4);
(C) the determination as to whether notification of Noteholders of the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen final principal payment on their Notes (Section 2.62.7(e));
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture collateral (Section 2.102.9);
(E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12);
(F) the preparation maintenance of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The the City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(HG) the duty to cause causing newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(IH) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d3.3(b));
(JI) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Indenture Owner Trust Estate (Section 3.4);
(LJ) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments and instruments, in accordance with Section 3.5 of the taking of such other action as is Indenture, necessary or advisable to protect the Indenture Owner Trust Estate (Sections 3.5 and 3.7(c)Section 3.5);
(MK) the delivery of the Opinion of Counsel on the Closing Date and Date, in accordance with Section 3.6(a) of the annual delivery of Opinions of Counsel Indenture, as to the Indenture Owner Trust Estate, and the annual delivery of the Officer's Opinion of Counsel, the Officers' Certificate and certain other statements statements, in accordance with Sections 3.6(b) and 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(NL) the identification to the Indenture Trustee in an Officer's Officers' Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(OM) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under a Servicer Default pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RN) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger release of the Issuer with another entity or from its obligations under the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release Indenture (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VO) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture Indenture, each Servicer Default under the Servicing Agreement, each default by the Seller under the Pooling Agreement, each default by NFC under the Purchase Agreement and each default by any party to Harco Leasing under the Sale and Servicing Lease Purchase Agreement (Section 3.19);
(WP) the monitoring of 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Owner Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4);
(R) the preparation and delivery of notice to Noteholders and Swap Counterparty of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(S) 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 6.8 and 6.10);
(T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(U) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(V) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5);
(W) the preparation of the statements to Securityholders in accordance with Section 8.8(a) of the Indenture (Section 8.8(a));
(X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(Y) the demand execution and delivery of new Notes conforming to remit monies any supplemental indenture (Section 4.39.6);
(Z) the notification of Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2);
(AA) the preparation of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(BB) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(CC) the notice or other communication to the Rating Agencies, upon the failure of the Indenture Trustee to give such notice or other communication pursuant to Section 11.4 (Section 11.4);
(DD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6);
(EE) the recording of the Indenture, if applicable (Section 11.15);
(FF) the delivery to the Indenture Trustee of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any consolidation or merger of the Issuer and any 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 after of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuer 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 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 Seller of its obligations under the Servicing Agreement and each default on the part of NFC 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 promptly 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(iii5.1(d) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.14.02(d) of the Swap Counterparty Rights Agreement);
(AAKK) the compliance with any delivery of written directive notice to the Swap Counterparty at least 60 days prior to the removal of the Indenture Trustee with respect Administrator without cause pursuant to the sale Section 10(c) of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing Administration Agreement (Section 5.44.10(a) of the Swap Counterparty Rights Agreement);
(ABLL) the undertaking delivery to the Swap Counterparty of actions set forth in a copy of any written notice from the Issuer to the Administrator effecting the immediate removal of the Administrator pursuant to Section 5.16 as requested by 10(d) of the Indenture Trustee Administration Agreement (Section 5.164.10(b) of the Swap Counterparty Rights Agreement);
(ACMM) the payment prompt transmittal to the Swap Counterparty of expensesany notice received by the Issuer from the Noteholders (Section 4.12 of the Swap Counterparty Rights Agreement);
(NN) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the Indenture (Section 4.13 of the Swap Counterparty Rights Agreement); and
(OO) the delivery to the Swap Counterparty of a copy of the Officer's Certificate required by Section 3.9 of the Indenture (Section 4.13(c) of the Swap Counterparty Rights Agreement).
(ii) In addition, the Administrator will indemnify the Owner Trustee 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 or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and indemnities to expenses of defending themselves against any claim or liability in connection with the Indenture Trustee (Section 6.7);exercise or performance of any of their powers or duties under the Trust Agreement.
Appears in 1 contract
Sources: Administration Agreement (Navistar Financial Retail Receivables Corporation)
Duties of the Administrator. (a) Duties with Respect to the Indenture and 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 Note Depository AgreementAgreement 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 Agreement. The Administrator shall monitor the performance of the Issuer and shall advise notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture Sale and the Note Depository Servicing Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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 take 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 or obtaining of the documents Notes and instruments required for the execution of the Notes upon their issuance and delivery upon the registration of any transfer or exchange of the same to the Indenture Trustee for authentication Notes (Section 2.2Sections 2.02 and 2.03);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.03);
(C) the determination as notification of Noteholders of the final principal payment on the Notes or of the redemption of the Notes or the duty to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting cause the Indenture Trustee to authenticate provide such notification (Sections 2.06(b) and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.610.02);
(D) performing the determination function of the expenses associated Issuer with respect to the issuance cancellation of replacement the Notes (Section 2.6(b)2.07);
(E) the preparation, preparation of or obtaining or filing of Issuer Requests, instruments, opinions the documents and certificates and other documents instruments required for the release of property from the lien authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.102.08);
(F) the preparation maintenance of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New YorkSt. ▇▇▇▇, Minnesota, for registration of transfer or exchange of Notes if (Section 3.02);
(G) the delivery to the Indenture Trustee ceases to maintain such an office and the Rating Agencies of prompt written notice of each Event of Default under the Indenture (Section 3.23.14);
(H) the duty to act as Paying Agent for the Issuer and the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(I) the delivery of the Issuer Order to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of notifying the Indenture Trustee and the Rating Agencies of the occurrence of an Event of Servicing Termination Default under the Sale and Servicing Agreement by the Servicer or the Transferor and, if such an Event of Servicing Termination Default arises from the failure of the Servicer or the Transferor to perform any of its their respective duties under the Sale and Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d3.07(d)), and upon the termination of the Servicer, the appointment of a Successor Servicer thereunder and the notifications in connection therewith (Section 3.07(e) and (f));
(PK) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(XL) opening one or more accounts in the monitoring Owner Trust's name (Section 8.02);
(M) notifying the Rating Agencies of the Issuer's obligations as to the satisfaction, discharge and defeasance a redemption of the Notes and the preparation of an Officer's Certificate duty to cause the Majority Residual Interestholders to deposit the Termination Price into the Note Payment Account and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto Certificate Distribution Account (Section 4.110.01);
(YN) providing the demand Indenture Trustee with calculations pertaining to remit monies 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 Servicer sufficient information to calculate such amounts (Section 4.33.03);
(ZO) the preparation and filing of an Officer's Certificate to all documents and reports by the Indenture Trustee after Issuer on Forms 8-K and 10-K as required under the occurrence Exchange Act, the rules and regulations of any event which with the giving of notice Commission thereunder and the lapse of time would become an Event of Default under TIA (Section 5.1(iii7.03); and
(P) filing Internal Revenue Service Form 8811 within 30 days of the IndentureClosing Date, its status and what action designating the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive officer of the Indenture Trustee that Noteholders may contact for original issue discount information with respect to the sale Notes, and updating such Form at the time or times required by the Code.
(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event duties of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions Owner Trustee set forth in the Owner Trust Agreement with respect to, among other things, accounting and reports to Owners, and the Administrator shall be responsible for the performance of the tax duties set forth in (i) Sections 5.2(c) and (ii) 5.5 of the Owner Trust Agreement upon receipt of the Opinion of Counsel specified in Section 5.16 as requested by 5.5 of the Owner Trust Agreement stating that it is necessary to perform such tax duties; 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; provided further, that the Indenture Trustee (Section 5.16);shall receive written notification if there shall be two or more beneficial owners of the Owner Trust.
(ACi) The Administrator shall perform the payment duties of expensesthe Administrator specified in Section 10.02 of the Owner Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, costs and indemnities any other duties expressly required to be performed by the Administrator under the Owner Trust Agreement.
(ii) 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 Indenture Trustee (Section 6.7);Issuer than would be available from unaffiliated parties.
Appears in 1 contract
Sources: Administration Agreement (Painewebber Mortgage Acceptance Corporation Iv)
Duties of the Administrator. (a) Duties with Respect to the Indenture Note Depository Agreement, the Certificate Depository Agreement, the Transfer and Servicing Agreement, the Indenture, the [ ] and the Note Depository Trust Agreement.
(ia) The Administrator agrees to perform all its duties as Administrator and of the duties of the Issuer under the Note Depository Agreement and the Certificate Depository Agreement. In addition, the Administrator shall consult with the [Owner Trustee Trustee] regarding the duties of the Issuer under the Indenture and Indenture, to the Note Depository Agreementextent that such consultation is, in the judgment of the Administrator, necessary or appropriate to the performance by it of its obligations hereunder. The Administrator shall monitor the performance of the Issuer and shall advise the [Owner Trustee Trustee] when action is necessary to comply with the Issuer's ’s duties under the Indenture and the Note Depository AgreementIndenture. The Administrator shall prepare for execution by the Issuer, [Owner Trustee] or shall cause the preparation by other the appropriate Persons of, persons of all such documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer or the [Owner Trustee] to prepare, file or deliver prepare pursuant to the Indenture Indenture, and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, 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 take with respect to the following matters under the Indenture (references are to sections of the Indenture):
(Ai) the preparation of or obtaining of the documents and instruments required Notes for execution by the [Owner Trustee] upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections [2.02, 2.04 and delivery of the same to the Indenture Trustee for authentication (Section 2.22.05]);
(Bii) the duty to cause the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC (Section 8-401(a[2.04]);
(iii) are met and the preparation of an Issuer Request requesting the Indenture Trustee Order required to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and appoint a Paying Agent, the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such written notice to the Indenture Trustee (Section 2.13);
(G) the maintenance of such appointment and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)[3.03]);
(Iiv) the delivery preparation of the an Issuer Order required to direct the Paying Agent to pay to the Indenture Trustee to deposit monies with Note all sums held in trust by the Paying Agents, if any, other than the Indenture Trustee Agent (Section 3.3(d)[3.03]);
(Jv) upon written notice or actual knowledge thereof, the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale Master Servicer or Depositor under the Transfer and Servicing Agreement (Section [3.19]);
(Wvi) the monitoring provision of notification to the Issuer, on or before [ ] of each year beginning in [ ], of the Issuer's obligations requirement that the Issuer deliver an annual Opinion of Counsel, in accordance with Section [3.06] of the Indenture, as to recording, filing, re-recording and re-filing of the satisfaction Indenture, any indentures supplemental thereto and discharge any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by the Indenture and reciting the preparation details of an Officer's Certificate and the obtaining of the Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments such action (Section 4.1[3.06]);
(Xvii) upon written notice or actual knowledge thereof, the monitoring notification of the Issuer's obligations as Indenture Trustee and each Rating Agency of an Event of Master Servicer Default under the Transfer and Servicing Agreement and, if such Event of Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Transfer and Servicing Agreement with respect to the satisfactionMortgage Loans, discharge and defeasance the taking of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto all reasonable steps available to remedy such failure (Section 4.1[3.07(d)]);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAviii) the compliance with any written directive of the Indenture Trustee with respect to the preparation of documents in connection with the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4[5.04]);
(ABix) the undertaking 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) the obtaining of an Opinion of Counsel, if necessary, for the release of the Collateral (Section [8.04]);
(xi) the mailing to the Noteholders of notices with respect to their consent to supplemental indentures (Section [9.02]);
(xii) the obtaining of the Opinion of Counsel with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections [4.01 and 11.01]);
(xiii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section [11.06]);
(xiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency, the duty to 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 book-entry system through the Clearing Agency (Section [2.12]); and
(xv) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement; provided, however, that any counsel fees incurred in connection with obtaining Opinions of Counsel pursuant to subclauses (vi), (x) and (xii) above will not be an expense of the Administrator.
(b) The Administrator shall consult with the [Owner Trustee] regarding the duties of the Issuer, or of the [Owner Trustee], under the Transfer and Servicing Agreement, to the extent that such consultation is, in the judgment of the Administrator, necessary or appropriate to the performance by it of its obligations hereunder. The Administrator shall advise the [Owner Trustee] when action is necessary to comply with the Issuer’s or the [Owner Trustee]’s duties under the Transfer and Servicing Agreement. The Administrator shall prepare for execution by the [Owner Trustee], or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the [Owner Trustee] to prepare, file or deliver pursuant to the Transfer and Servicing Agreement, except as otherwise provided herein. Notwithstanding anything in this Section 1(b) to the contrary, the Administrator shall take all appropriate action that is the duty of the [Owner Trustee] to take pursuant to Section [10.02(c)] of the Transfer and Servicing Agreement, and shall be entitled to reimbursement for all costs and expenses incurred by it in performing such action.
(c) The Administrator hereby accepts its appointment under Section [3.05] of the Trust Agreement as Certificate Registrar and its appointment under Section [3.10] of the Trust Agreement as Paying Agent. The Administrator shall consult with the [Owner Trustee] regarding the duties of the Issuer or the [Owner Trustee] under the Trust Agreement, to the extent that such consultation is, in the judgment of the Administrator, necessary or appropriate to the performance by it of its obligations hereunder. The Administrator shall advise the [Owner Trustee] when action is necessary to comply with the Issuer’s or the [Owner Trustee]’s duties under the Trust Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, tax returns, instruments, certificates and opinions that it shall be the duty of the Issuer or the [Owner Trustee] to prepare, file or deliver pursuant to the Trust Agreement and shall take all appropriate action that is the duty of the Issuer or the [Owner Trustee] to take pursuant to the Trust Agreement so long as the Administrator has received notice or has actual knowledge thereof, as required with respect to the following matters under the Trust Agreement (references are to sections of the Trust Agreement):
(i) the preparation of Definitive Certificates in accordance with the instructions of the Clearing Agency, the duty to attempt to locate a qualified successor to the Clearing Agency, if necessary, and the preparation of written notice to the [Owner Trustee] of termination of the book-entry system through the Clearing Agency (Section [3.13]);
(ii) the preparation of Certificates for execution by the [Owner Trustee] upon their issuance and upon the registration of any transfer or exchange of the Certificates and delivery thereof (Sections [3.02, 3.05 and 3.06]);
(iii) the duty to furnish a list of Certificateholders of record (Section [3.08]);
(iv) the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Certificates (Section [3.09]);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver the instrument specified in the Trust Agreement regarding funds held in the Certificate Distribution Account (Section [3.10]);
(vi) the duty to notify Certificateholders in writing of certain proposed actions of which the [Owner Trustee] has notice or knowledge (Sections [4.01 and 11.04]);
(vii) the delivery to the Owners (as defined in the Trust Agreement) of written notice to request instruction for certain actions of which the [Owner Trustee] has notice or knowledge (Section [6.03]);
(viii) the delivery to the Owners of any documents furnished to the [Owner Trustee] under the Related Agreements (Section [7.02]);
(ix) the duties required to be performed by the Administrator in connection with the resignation or removal of the [Owner Trustee] (Section [10.02]);
(x) any other duties expressly required to be performed by the Administrator under the Trust Agreement except for any tax reporting duties under Section [5.05] thereof; and
(xi) the delivery to any Certificateholder and any prospective transferee designated by any such Certificateholder of information necessary to satisfy the condition of eligibility set forth in Rule 144A under the Securities Act for transfer of any Certificate (Section [3.04(b)]).
(d) In addition to the duties of the Administrator set forth above, the Administrator, to the extent of the Issuer’s obligation to do so, shall 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 Related Agreements, and at the request of the [Owner Trustee] shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Agreements. In accordance with the directions of the [Owner Trustee], the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Related Agreements) 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. The Administrator shall use the same degree of care and skill as is reasonably expected of financial institutions acting in comparable capacities. With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be obligated to take any action, and in any event 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, without limitation, (A) the amendment of or any supplement to any of the Related Documents; (B) the initiation of any claim or lawsuit by the Issuer or the [Owner Trustee] and the compromise of any action, claim or lawsuit brought by or against the Issuer or the [Owner Trustee]; (C) any involvement in any lawsuit or other legal action against the Indenture Trustee or the Master Servicer, including without limitation, consenting to the settlement of any third party claim by the Indenture Trustee; (D) the removal of the Indenture Trustee or the appointment of a successor Indenture Trustee pursuant to the Indenture; (E) the appointment of a successor Master Servicer pursuant to the Transfer and Servicing Agreement; (F) the removal of the [Owner Trustee]; and (G) any action that the Issuer or the [Owner Trustee] is entitled but not obligated to take under the Related Documents, provided that, notwithstanding the foregoing, the Administrator may with the consent of the [Owner Trustee] take any action with respect to non-ministerial matters that the Administrator, in its good faith judgment, deems to be in the best interests of the Issuer. Notwithstanding anything to the contrary in this Agreement, (A) the Administrator, in its individual capacity, shall not be responsible for any payment obligation of the Issuer or the [Owner Trustee], and (B) the Administrator shall not be obligated to, and shall not, take any action that the [Owner Trustee] directs the Administrator not to take on its behalf or on behalf of the Issuer.
(e) Notwithstanding anything in this Agreement or the Related Agreements 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 Trust’s payments (or allocations of income) to an Owner 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.
(f) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the [Owner Trustee] set forth in Section 5.16 as requested by [5.05(a), (b), (c) and (d)] of the Indenture Trustee 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 (Section 5.16);
(ACwith the Depositor’s cooperation) the payment of expenses, costs any information necessary to enable each Owner to prepare its federal and indemnities to the Indenture Trustee (Section 6.7);state income tax returns.
Appears in 1 contract
Sources: Administration Agreement (BLG Securities Company, LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
; (H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any Swap Counterparty under the Interest Rate Swap Agreements (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.6);
(DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4);
(HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(II) the recording of the Indenture, if applicable (Section 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 (Section 5.16which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(ACB) except as otherwise expressly provided in the payment of expensesIndenture, costs and indemnities to 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 (Section 6.7including 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 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 (including reasonable attorneys' fees) 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) indemnify the Owner Trustee and the Delaware Trustee and their successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims,
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two LLC)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(a401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement re placement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.6);
(DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4);
(HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(II) the recording of the Indenture, if applicable (Section 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 (Section 5.16which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(ACB) except as otherwise expressly provided in the payment of expensesIndenture, costs and indemnities to 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 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 (including reasonable attorneys' fees) 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) indemnify the Owner Trustee and the Delaware Trustee and their successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Indemnified Party's own willful misconduct, bad faith or negligence; and
(E) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any of their respective officers, directors, employees and agents from and against any loss, liability or expense incurred by reason of (i) the Depositor's or the Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or (ii) any breach of the Depositor of any term, provision or covenant contained in the Sale and Servicing Agreement. Indemnification under this Section 6.7);shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any such amount from others, such Person shall promptly repay such amounts to the Administrator, without interest.
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VII of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.19);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(ACW) the payment preparation of expenses, costs any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and indemnities to any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 6.77.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement, by Ford Credit or the Seller under the Purchase Agreement or any Swap Counterparty under the Interest Rate Swap Agreements (Section 3.193.20);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of actions set forth in Section 5.16 as requested by notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 5.166.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(AB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the payment execution and delivery of expenses, costs and indemnities new Notes conforming to the Indenture Trustee any supplemental indenture (Section 6.79.6);
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) . The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the IssuerIssuer or the Owner Trustee, all appropriate action that is the duty of the Issuer or the Owner Trustee to take, if any, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 401(1) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RO) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(TP) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(VQ) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement (Section 3.193.20);
(WR) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(XS) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.14.2);
(Y) the demand to remit monies (Section 4.3);
(ZT) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAU) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABV) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) 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 6.8 and 6.10);
(X) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);
(Y) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(Z) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment, to the extent permitted, of funds in such accounts (Sections 8.2 and 8.3);
(AA) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5);
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(CC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 as requested 9.6);
(DD) the notification of Noteholders of redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(EE) the preparation of all Officer's Certificates, Issuer Requests and Issuer Orders and the obtaining of Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(FF) the preparation of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(GG) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the Indenture (Section 11.4);
(HH) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(II) the recording of the Indenture, if applicable (Section 11.15).
(i) 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 (Section 5.16which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(ACB) except as otherwise expressly provided in the payment of expensesIndenture, costs and indemnities to 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 their 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 (including reasonable attorneys' fees) 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) indemnify the Owner Trustee and the Delaware Trustee and their successors, assigns, directors, officers, employees, agents and servants (collectively, the "Indemnified Parties") for, and hold them harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may at any time be imposed on, incurred by, or asserted against the Owner Trustee, the Delaware Trustee or any other Indemnified Party in any way relating to or arising out of the Trust Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee under the Trust Agreement, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from the Indemnified Party's own willful misconduct, bad faith or negligence; and
(E) indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee and any of their respective officers, directors, employees and agents from and against any loss, liability or expense incurred by reason of (i) the Depositor's or the Issuer's violation of federal or state securities laws in connection with the offering and sale of the Notes and the Certificates or (ii) any breach of the Depositor of any term, provision or covenant contained in the Sale and Servicing Agreement. Indemnification under this Section 6.7shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any such amount from others, such Person shall promptly repay such amounts to the Administrator, without interest.
(b) Duties with Respect to the Issuance of VPTNs and Interest Rate Swap Agreement.
(i) Subject to the terms and conditions of this Section 2(b);, on the Targeted Scheduled Distribution Date for each Subclass of Class A Notes, the Administrator shall cause the Issuer to issue a related VPTN in the aggregate principal amount equal to the VPTN Issuance Amount if the conditions in this Section 2(iii) are satisfied against payment to the Issuer of the par price. The Administrator shall determine, in its sole discretion, the VPTN Rate for each issuance of VPTNs, which shall equal, for each Distribution Date, LIBOR plus a fixed percentage which will be determined at the time of issuance based on market conditions but which will not exceed 1.50%.
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and 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 Note Depository Agreement. 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 Agreement. The Administrator shall monitor the performance of the Issuer and shall advise notify the Owner Trustee when the Administrator has actual knowledge that action is necessary to comply with the Issuer's duties under the Indenture Sale and the Note Depository Servicing Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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 take 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 or obtaining of the documents and instruments required for execution of the Notes upon their issuance and delivery upon the registration of any transfer or exchange of the same to the Indenture Trustee for authentication (Section 2.2)Notes;
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.03);
; (C) the determination as to whether the requirements notification of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination Noteholders of the expenses associated with final principal payment on the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions redemption of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer Notes or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer Indenture Trustee to comply with provide such notification (Sections 3.9, 3.10, 3.11, 3.12, 3.13 2.06(b) and 4.9 and Article VI 10.02); (D) performing the function of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale cancellation of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing Notes (Section 5.42.07);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 1 contract
Sources: Administration Agreement (Painewebber Mort Accept Corp Iv Ditech Home Loan Ownr 1998-1)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) . The Administrator agrees to shall perform all of its duties as Administrator and the duties of the Issuer and the Trustee under 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 AgreementTrustee under such documents. 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 Trustee's duties under the Indenture and the Note Depository Agreementsuch documents. The Administrator shall prepare for execution by the Issuer, Issuer or shall cause the preparation by other appropriate Persons of, persons of all such documents, reports, filings, instruments, notices, certificates and opinions that as it shall be the duty of the Issuer or the Trustee to prepare, file or deliver pursuant to the Indenture and the Note Depository Agreementsuch documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer or the Trustee to take, take pursuant to the Indenture such documents, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references in this Section are to sections of the Indenture):
(A) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(Bi) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.4);
(Cii) the determination as fixing or causing to whether the requirements be fixed of UCC Section 8-405 are met any specified record date and the preparation notification of an Issuer Request requesting the Indenture Trustee and Noteholders with respect to authenticate and deliver replacement Notes in lieu of mutilatedspecial payment dates, destroyed, lost or stolen Notes if any (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b2.7(c));
(Eiii) 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);
(iv) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and opinions, certificates and other documents required for the release of property from the lien of the Indenture Collateral (Section 2.102.9);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(Gv) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(Hvi) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(Ivii) the delivery of the Issuer Order direction to the Indenture Trustee Paying Agents to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(Jviii) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Indenture Trust Estate (Section 3.4);
(Lix) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments and instruments, in accordance with Section 3.5 of the taking of such other action as is Indenture, necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)Section 3.5);
(Mx) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officer's Officers' Certificate and certain other statements statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9);
(Nxi) the identification to the Indenture Trustee in an Officer's Officers' Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(Oxii) the notification of the Indenture Trustee and the Rating Agencies of an Event of a Servicer Default (as defined in the Sale and Servicing Termination under Agreement) pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the ReceivablesAgreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(Rxiii) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger release of the Issuer with another entity or from its obligations under the transfer by the Issuer of its properties or assets Indenture (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b3.10(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(Vxiv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Servicer or Seller under the Sale and Servicing Agreement (Section 3.19);
(Wxv) the monitoring of 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAxvi) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(ABxvii) the undertaking of actions set forth in Section 5.16 as requested by 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 5.167.1);
(ACxviii) the payment preparation, execution and filing with the Commission and the Indenture Trustee of expensesdocuments required to be filed on a periodic basis with, costs and indemnities summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3);
(xix) the opening of one or more accounts in the Trust's name, the preparation of Issuer Orders, Officers' Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3);
(xx) the preparation of an Issuer Request and Officers' Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5);
(xxi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(xxii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xxiii) the notification of Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.2);
(xxiv) the preparation of all Officers' Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 6.711.1(a));
(xxv) the preparation and delivery of Officers' Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b));
(xxvi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and
(xxvii) the recording of the Indenture, if applicable (Section 11.15).
Appears in 1 contract
Duties of the Administrator. (a) Duties with Respect respect to the Indenture and the Note Depository AgreementTransaction Documents.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementTransaction 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 AgreementTransaction Documents. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementTransaction Documents. The Administrator shall prepare for execution by the Issuer, Issuer or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, filings, instruments, notices, certificates and opinions 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 AgreementTransaction Documents. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (all section references in this Section 1(a)(i) are to sections of the Indenture):
(A) the preparation of Issuer Orders directing the authentication of Notes and the preparation of or obtaining of the any other documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.22.02);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.04);
(C) the determination as to whether notification of Noteholders of the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen final principal payment on their Notes (Section 2.62.07(b)) or indication on the Monthly Servicer’s Report that the Principal Amount is 0;
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture Collateral (Section 2.102.12);
(FE) the preparation maintenance of Definitive Notes an office or agency in accordance with New York, New York, or the instructions appointment of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New Yorkas its agent therefor, for registration of transfer or exchange of Notes if Notes, and the delivery of notice to the Indenture Trustee ceases to maintain of the location, and of any change in the location, of any such an office or agency (Section 3.23.02);
(HF) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c3.03);
(G) the direction to a Paying Agent to pay to the Indenture Trustee all sums held by such Paying Agent (Section 3.03);
(H) the preparation of and delivery to the Indenture Trustee of an Issuer Request directing the Indenture Trustee to deposit in the Collection Account any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable (Section 3.03);
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and 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 or and agreement included in the Indenture Trust Estate Collateral (Section 3.43.04);
(LJ) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate Collateral, other than as prepared by the Servicer (Sections 3.5 and 3.7(c)Section 3.05);
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NK) the identification to the Indenture Trustee in an Officer's ’s Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b3.06(b));
(L) the notification of the Indenture Trustee, the Swap Counterparty and each Rating Agency of a Servicer Default under the Pooling and Servicing Agreement (Sections 3.06(d) and 3.12);
(M) the notification of the Indenture Trustee of any termination of the Servicer’s rights and powers under the Pooling and Servicing Agreement (Section 3.06(d));
(N) the notification of the Indenture Trustee, the Swap Counterparty and each Rating Agency of the appointment of a Successor Servicer under the Pooling and Servicing Agreement (to the extent such party has not already been notified pursuant to the Pooling and Servicing Agreement) (Section 3.06(d));
(O) the notification delivery of certain statements as to compliance with the Indenture Trustee (Sections 3.08(a)(F) and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d3.08(b)(F));
(P) the appointment preparation and obtaining of documents and instruments required for the release of the Successor Servicer and preparation of Issuer from its obligations under the related servicing agreement Indenture (Section 3.7(e3.09(b));
(Q) the notification of the termination Indenture Trustee, the Swap Counterparty and each Rating Agency of an Event of Default under the Servicer and appointment of the Successor Servicer Indenture (Section 3.7(f)3.12);
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAS) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted Collateral in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.45.04);
(ABT) the undertaking preparation and delivery to Noteholders and the Indenture Trustee of actions set forth a notice stating the record date, the payment date and the amount to be paid on such record date (Section 5.06(b));
(U) the preparation and delivery of notice to Noteholders and each Rating Agency of the appointment of a successor Indenture Trustee (Section 6.08);
(V) 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 Section 5.16 as requested by connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(W) the notification of the Rating Agencies of any merger or consolidation involving the Indenture Trustee (Section 5.166.09);
(ACX) the payment furnishing of expensesthe Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(Y) the filing of reports required by the Commission or under the TIA (Section 7.03);
(Z) the opening of one or more accounts in the Indenture Trustee’s name, costs the preparation and indemnities delivery of Issuer 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 (Sections 8.02 and 8.03);
(AA) the preparation of an Issuer Request and Officer’s Certificate, if necessary, for the release of the Collateral (Section 8.04(b));
(BB) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(CC) the preparation, execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06);
(DD) the duty to notify Noteholders and the Swap Counterparty of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(EE) the preparation and delivery of all Officer’s Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 6.711.01(a));
(FF) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and (GG) the recording of the Indenture, if applicable (Section 11.14).
(ii) The Administrator agrees to:
(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 Transaction 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 negligence, bad faith, or willful misconduct;
(B) 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, bad faith, or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the 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 (the indemnities provided by this section shall include, without limitation, an indemnity as described above with respect to the Depositor’s obligations in favor of the Owner Trustee under Section 8.02 of the Trust Agreement to the extent any such obligations to the Owner Trustee remain unpaid).
(C) perform the duties of the Administrator specified in Section 9.01(e) of the Trust Agreement required to be performed in connection with the winding up of the Issuer.
Appears in 1 contract
Sources: Administration Agreement (CIT Equipment Collateral 2008-Vt1)
Duties of the Administrator. (a) Duties with Respect respect to the Indenture and the Note Depository Agreement.Indenture. ------------------------------------
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository AgreementBasic 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 AgreementIndenture. 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 respective duties of the Issuer and the Owner Trustee under the Indenture and the Note Depository AgreementIndenture. The Administrator shall prepare for execution by the Issuer, Issuer or shall cause the preparation by other appropriate Persons persons of, all such documents, reports, filings, instruments, notices, certificates and opinions 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 AgreementIndenture. In furtherance of the foregoing, the Administrator shall take, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer or the Owner Trustee is required to take, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.52.04);
(B) the notification of Noteholders of the final principal payment on their Notes (Section 2.07(b));
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.62.02);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture Collateral (Section 2.102.12);
(FE) the preparation appointment of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New Yorkas its agent therefor, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.23.02);
(HF) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.03);
(IG) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.03);
(JH) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral collateral and each other instrument or and agreement included in the Indenture Trust Estate Collateral (Section 3.43.04);
(LI) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate Collateral other than as prepared by the Servicer (Sections 3.5 and 3.7(c)Section 3.05);
(MJ) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.09);
(NK) the identification to the Indenture Trustee in an Officer's Certificate of any a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b3.07(b));
(OL) the notification of the Indenture Trustee and the each Rating Agencies Agency of an a Servicer Termination Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d))Agreement;
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(RM) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger release of the Issuer with another entity or from its obligations under the transfer by the Issuer of its properties or assets Indenture (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b3.10(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(WN) 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 Opinions Opinion of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.14.01);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AAO) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted Collateral in any a commercially reasonable manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.45.04);
(ABP) the undertaking preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(Q) 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);
(R) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(S) the opening of one or more accounts in the Indenture Trustee's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions set forth necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);
(T) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.04 and 8.05);
(U) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(V) the execution and delivery of new Notes conforming to any supplemental indenture (Section 5.16 9.06);
(W) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(X) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));
(Y) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));
(Z) the notification of the Rating Agencies, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to provide notification;
(AA) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); and
(BB) the recording of the Indenture, if applicable (Section 11.14).
(ii) The Administrator will:
(A) except as requested otherwise expressly provided in the Indenture or the Sale 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 (Section 5.16including 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;
(ACB) the payment of expenses, costs and indemnities to 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
(C) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without 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 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 6.78.02 of the Trust Agreement);.
Appears in 1 contract
Sources: Administration Agreement (Mitsui Vendor Leasing 1998-1 LLC)
Duties of the Administrator. (a) A. Duties with Respect to the Indenture and the Note Depository Agreement.
(i) 1. The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, take all appropriate action that is the duty of the Issuer to take, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(CB) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(C) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) the determination preparation of or obtaining of the expenses associated with documents and instruments required for authentication of the issuance Notes and delivery of replacement Notes the same to the Indenture Trustee (Section 2.6(b)2.2);
(E) the preparation, obtaining or filing of Issuer Requests, the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c)3.3);
(I) the delivery of the Issuer Order direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d)3.3);
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the Issuer's status as a statutory trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(LK) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(ML) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(NM) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(ON) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, costs and indemnities to the Indenture Trustee (Section 6.7);Servicing
Appears in 1 contract
Sources: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the IssuerTrust's status as a statutory business trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections [3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI VI] of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3));
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, expenses and costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 1 contract
Sources: Administration Agreement (Bear Stearns Asset Backed Funding Inc)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under 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 is necessary to comply with the Issuer's duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, notices, certificates and opinions that 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, in the name and on behalf of the Issuer, 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) the preparation of or obtaining of the documents and instruments required for execution of the Notes and delivery of the same to the Indenture Trustee for authentication (Section 2.2);
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the determination as to whether the requirements of UCC Section 8-401(a) are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver Notes in connection with any transfer or exchange (Section 2.5);
(C) the determination as to whether the requirements of UCC Section 8-405 are met and the preparation of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);
(D) the determination of the expenses associated with the issuance of replacement Notes (Section 2.6(b));
(E) the preparation, obtaining or filing of Issuer Requests, instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency and delivery of such to the Indenture Trustee (Section 2.13);
(G) the maintenance and notice of location of the office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if the Indenture Trustee ceases to maintain such an office (Section 3.2);
(H) the duty to cause newly appointed Note Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));
(I) the delivery of the Issuer Order to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3(d));
(J) the delivery of an Issuer Request for publication and notification of unclaimed amounts (Section 3.3(e));
(K) the maintenance of the IssuerTrust's status as a statutory business trust and the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(L) the preparation and filing, as applicable, of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(M) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(N) the identification to the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(O) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d));
(P) the appointment of the Successor Servicer and preparation of the related servicing agreement (Section 3.7(e));
(Q) the notification of the termination of the Servicer and appointment of the Successor Servicer (Section 3.7(f));
(R) the preparation and obtaining of any documents, documents and instruments and opinions required for the consolidation or merger of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(S) the delivery of a letter for release (Section 3.11(b));
(T) the duty to cause the Servicer to comply with Sections 3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VI of the Sale and Servicing Agreement (Section 3.14);
(U) 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 3.17);
(V) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by any party to the Sale and Servicing Agreement (Section 3.19);
(W) 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 Opinions of Counsel and the Independent Certificate relating thereto and the demand to the Indenture Trustee for execution of certain instruments (Section 4.1);
(X) the monitoring of the Issuer's obligations as to the satisfaction, discharge and defeasance of the Notes and the preparation of an Officer's Certificate and the obtaining of an opinion of a nationally recognized firm of independent certified public accountants, a written certification thereof and the Opinions of Counsel relating thereto (Section 4.1);
(Y) the demand to remit monies (Section 4.3);
(Z) the preparation of an Officer's Certificate to the Indenture Trustee after the occurrence of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(iii) of the Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 5.1);
(AA) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing (Section 5.4);
(AB) the undertaking of actions set forth in Section 5.16 as requested by the Indenture Trustee (Section 5.16);
(AC) the payment of expenses, expenses and costs and indemnities to the Indenture Trustee (Section 6.7);
Appears in 1 contract
Sources: Administration Agreement (Usaa Acceptance LLC Auto Owner Trust 2002-1)