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 will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5); (B) the determination as to whether the requirements of UCC Section 8-401(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 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); (E) the preparation, obtaining or filing of 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 (Section 2.13); (G) the maintenance of 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); (I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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); (K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c)); (L) 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); (M) 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)); (N) 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)); (O) the preparation and obtaining of documents and instruments 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); (P) 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 VII of the Sale and Servicing Agreement (Section 3.14); (Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19); (R) 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 (Section 4.1); (S) 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 4.2); (T) 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); (U) 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 has occurred and is continuing (Section 5.4); (V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 2 contracts
Samples: 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 will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer 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 authentication of the Notes and delivery of the same to the Indenture Trustee (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 (Section 2.5);
(BD) the determination as to whether the requirements of UCC Section 8-401(1405(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);
(CE) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) 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);
(EF) the preparation, obtaining or filing of 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 (Section 2.13);
(GH) the maintenance of 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);
(IJ) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(JK) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(KL) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(LM) 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);
(MN) 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));
(NO) 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));
(OP) the preparation and obtaining of documents and instruments 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);
(PQ) 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 VII VI of the Sale and Servicing Agreement (Section 3.14);
(QR) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(RS) 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 (Section 4.1);
(ST) 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 4.2);
(TU) 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);
(UV) 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 has occurred and is continuing (Section 5.4);
(VW) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(WX) 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);
(XY) 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);
(YZ) 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);
(ZAA) 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);
(AAAB) 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);
(ABAC) 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 2 contracts
Samples: Administration Agreement (Ford Credit Auto Owner Trust 2004-A), Administration Agreement (Ford Credit Auto Owner Trust 2005-C)
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 of the duties of the Issuer under and the Note Depository Agreement. In addition, Issuer Loan Trustee and shall take all appropriate action that is the Administrator will consult with the Owner Trustee regarding the duties duty of the Issuer or the Issuer Loan Trustee to take with respect to the following matters under the Indenture Trust Agreement, the Issuer Loan Trust Agreement and the Note Depository Agreement. The Administrator will monitor Indenture:
(i) causing the performance preparation of Notes for execution by the Authorized Officer of the Issuer (I) upon original issuance, (II) upon the surrender for registration of any transfer or exchange of Notes and will advise (III) for the Owner replacement of any lost, stolen or mutilated Notes, and delivering of such Notes to the Indenture Trustee when action for authentication (Sections 2.03, 2.05, 2.06 of the Indenture);
(ii) causing the Notes, upon original issuance, to be issued in the form of one or more Notes representing the Book-Entry Notes to be delivered to the Indenture Trustee as custodian for the Clearing Agency on behalf of the Issuer (Section 2.04 of the Indenture);
(iii) delivering to the Indenture Trustee for cancellation any Notes previously authenticated and delivered that the Issuer acquired in any lawful manner (Section 2.08 of the Indenture);
(iv) causing the execution of Definitive Notes by the Issuer in accordance with the instructions of the applicable Clearing Agency and the delivery of such Notes to the Indenture Trustee for authentication (Section 2.10 of the Indenture);
(v) obtaining a CUSIP number with respect to the Notes and notifying the Indenture Trustee of any change with respect to any CUSIP number (Section 2.11 of the Indenture);
(vi) directing the Indenture Trustee to undertake reasonable notification and discharge efforts with respect to the payment of any due and payable amount left unclaimed for two years (Section 3.03 of the Indenture);
(vii) keeping in full effect the Issuer’s existence, rights and franchises as a statutory trust under the laws of Delaware and the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to comply with the Issuer's duties ’s obligations under the Transaction Documents (Section 3.04 of the Indenture);
(viii) from time to time, taking all actions, including without limitation preparing, or causing to be prepared, authorizing, executing and delivering all such supplements and amendments to the Indenture and all such financing statements, amendments to financing statements, continuation statements, if any, instruments of further assurance and other instruments, necessary or advisable to: (I) grant more effectively all or any portion of the Trust Estate as security for the Notes; (II) maintain or perfect or preserve the lien and security interest (and the priority thereof) of the Indenture or to carry out more effectively the purposes thereof; (III) perfect, publish notice of or protect the validity of any Grant made, or to be made, by the Indenture and the priority thereof; or (IV) preserve and defend title to the Trust Estate and the rights therein of the Indenture Trustee and the Noteholders secured thereby against the claims of all Persons and parties (Section 3.05 of the Indenture);
(ix) annually in accordance with the Indenture, furnishing to the Indenture Trustee an Opinion of Counsel with respect to the maintenance of the lien and security interest created by the Indenture (Section 3.06 of the Indenture);
(x) giving prompt notice to the Indenture Trustee, each Noteholder and the Rating Agency, as applicable, upon having knowledge thereof, of any Servicer Default, any Event of Default under the Indenture, any default on the part of any party thereto of its obligations under the Loan Purchase Agreement and any Insolvency Event with respect to the Issuer (Sections 3.07(d) and 3.15 of the Indenture);
(xi) delivering to the Indenture Trustee a copy of the Loan Schedule (as defined in the Sale and Servicing Agreement) received by the Issuer pursuant to the Sale and Servicing Agreement and a copy of each notice received by the Issuer from the Noteholders (Sections 3.07(e) and 11.04(b) of the Indenture);
(xii) annually, in accordance with the Indenture, causing a review of the activities of the Issuer during the applicable period and of its performance under the Indenture and delivering to the Indenture Trustee an Officer’s Certificate in respect of such review (Section 3.09 of the Indenture);
(xiii) upon written request of the Indenture Trustee, executing and delivering such further instruments and doing further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.17 of the Indenture);
(xiv) permitting inspection of the Issuer’s books, records and premises to the extent that the same are maintained by the Administrator (Section 11.13 of the Indenture);
(xv) delivering to the Indenture Trustee, upon its request, an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture (Section 6.03(q) of the Indenture);
(xvi) furnishing the Indenture Trustee in writing the names, addresses and taxpayer identification numbers of the Holders of Notes as they appear on the Note Register during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture);
(xvii) from time to time, taking actions required by the Issuer pursuant to the Issuer Loan Trust Agreement, including without limitation furnishing documentation and performing the obligations of the Issuer thereunder (Sections 2.5, 2.6(c), 2.13, 5.3 and Article III of the Issuer Loan Trust Agreement) and providing direction to the Issuer Loan Trustee;
(xviii) at the written direction of the Depositor, signing on behalf of the Issuer any Periodic Filings of the Issuer or other documents relating to the Issuer prepared by, or on behalf of, the Depositor;
(xix) preparing and signing on behalf of the Issuer any documents relating to the Depository Agreement. Agreement in connection with the Notes; and
(xx) any other duties expressly required to be performed by the Administrator under the Indenture, the Trust Agreement or any other Transaction Document.
(b) The Administrator will shall, if required under the terms of any of the Transaction Documents, record the Indenture, Trust Agreement or any Transaction Document.
(c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
(d) In addition to the duties of the Administrator set forth in clauses (a) and (b) above, the Administrator shall perform such calculations and shall prepare for execution by the Issuer, Issuer or will the Issuer Loan Trustee or shall cause the preparation by other appropriate Persons of, persons of all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, Transaction Documents and shall take all appropriate action that it is the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance duty of the foregoingIssuer to take pursuant to the Transaction Documents (other than those required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator, in each case for the account of and at the expense of the Issuer; provided that any such reimbursements from the Issuer shall be paid solely in accordance with, and subject to, Section 8.06 of the Indenture. Subject to Section 5, the Administrator will takeshall administer, perform or supervise the performance of such other activities in connection with the name Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions (and are not required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator.
(e) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuer or Issuer Loan Trustee directs the Administrator not to take or which could reasonably be expected to result in a violation or breach of the Issuer’s or the Issuer Loan Trustee’s covenants, agreements or obligations under any of the Transaction Documents.
(f) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Issuer Loan Trustee and the Indenture Trustee at any time during normal business hours.
(g) Nothing contained herein shall limit any duty or obligation of OneMain Financial in any other capacity under any other Transaction Document.
(h) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not (i) incur any indebtedness on behalf of the Issuer or the Owner TrusteeIssuer Loan Trustee and (ii) except as provided in the Transaction Documents, all appropriate action that is sell the duty of the Issuer or the Owner Trustee to take, if any, pursuant Trust Estate. Subject to the Indenture includingprovisions and limitations of Section 1(e), without limitation, such of the foregoing as are required with respect to the following matters under matters, the Indenture (references are to sections Administrator shall not take any of the Indenture):
following actions unless (i) the Administrator provides at least ten (10) days’ prior written notice to the Noteholders and the Beneficiaries of the proposed action and (ii) within ten (10) days of the date such notice was given, the Directing Holder shall not have notified the Administrator in writing that the Directing Holder is either (A) withholding consent or (B) providing alternative direction with respect to such action:
(i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice initiation of any appointment claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of a new Note Registrar the Loans or the enforcement of any rights and obligations under the Transaction Documents) and the locationcompromise or settlement of any action, proceeding, investigation, claim or change in location, lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Note Register (Section 2.5Loans);
(Bii) the determination as to whether confession of a judgment against the requirements of UCC Section 8-401(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);Issuer; or
(Ciii) the notification of Noteholders possession of the final principal payment on their Notes (Section 2.8(b));
(D) the preparation of Owner Trust Estate, or obtaining assignment of the documents and instruments required for authentication of the Notes and delivery of the same Trust’s right to the Indenture Trustee (Section 2.2);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if anyproperty, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments pursuant 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));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Transaction Documents.
Appears in 2 contracts
Samples: Administration Agreement (OneMain Financial Holdings, Inc.), Administration Agreement (OneMain Financial Holdings, Inc.)
Duties of the Administrator. (a) Duties The Administrator is hereby appointed and authorized to act as agent for the Owner of the Secured Notes and in such capacity shall administer the Secured Notes with Respect reasonable care, using that degree of skill and attention that the Administrator exercises with respect to comparable property that it administers for itself or others. The Administrator hereby accepts such appointment and authorization and agrees to perform the duties of Administrator with respect to the Indenture Secured Notes set forth herein and in the Note Depository AgreementAART Indenture, if any. Table of Contents
(b) The Administrator’s duties shall include posting of all payments on the Secured Notes, accounting for collections and furnishing monthly and annual statements to the Depositor and any other Persons designated herein with respect to distributions, generating federal income tax information, giving any required notices or instructions to the Depositor or the AART Owner Trustee and performing the other duties specified herein. Subject to the provisions of Section 2.02, the Administrator shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such administration that it may deem necessary or desirable.
(ic) The Administrator agrees to perform all its duties as Administrator and Without limiting the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance generality of the foregoing, the Administrator will takeis hereby authorized and empowered by the Owner of the Secured Notes, in the name pursuant to this Section 2.01, to execute and deliver, on behalf of the Issuer all Interested Parties, or the Owner Trusteeany of them, any and all appropriate action that is the duty instruments of the Issuer satisfaction or the Owner Trustee to takecancellation, if anyor of partial or full release or discharge, pursuant to the Indenture includingand all other comparable instruments, without limitation, such of the foregoing as are required with respect to the following matters under Secured Notes. The Administrator is hereby authorized to commence, in its own name or in the Indenture (references are to sections name of the Indenture):
Owner of such Secured Note a legal proceeding, whether through judicial process or (A) the duty with respect to cause the Note Register to be kept and to give the Indenture Trustee notice repossession of any appointment Leased Vehicle related to a Lease Asset) non-judicial process, to participate in a voluntary or involuntary liquidation proceeding to enforce a liquidating Secured Note, to enforce all obligations of a new Note Registrar the Seller and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the IndentureDepositor under this Agreement, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust EstatePooling Agreement, 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 summariesFurther Transfer Agreements, as necessaryapplicable, or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Secured Note. If the Noteholders (Section 7.3);
(Z) the opening of one Administrator commences or more accounts participates in the Issuer's such a legal proceeding in its own name, the preparation and delivery Owner of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect such Secured Note shall be deemed to investment and reinvestment, have automatically assigned such Secured Note 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, Administrator for the release benefit of the Indenture Trust Estate (Sections 8.4 Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Administrator will be, and 8.5);
(AB) will have all the preparation of Issuer Orders rights and duties of, a secured party under the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures UCC and the mailing to the Noteholders of notices other applicable law with respect to such supplemental indentures (Sections 9.1Secured Note. At the Administrator’s request from time to time, 9.2 and 9.3);the Owner of a Secured Note assigned under this Section 2.01 shall provide the Administrator with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Administrator to take any of the actions set forth in the following sentence.
(ACd) The Administrator is hereby authorized and empowered by the execution Owner of a Secured Note to execute and delivery deliver in the Administrator’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. Any Owner of new Secured Notes conforming shall furnish the Administrator with any powers of attorney and other documents and take any other steps which the Administrator may deem necessary or appropriate to enable the Administrator to carry out its administrative duties under this Agreement and in the AART Indenture, if any. Except to the extent required by the preceding two sentences, the authority and rights granted to the Administrator in this Section 2.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a Secured Note of equivalent authority and rights.
(e) Upon discovery by the Administrator of a breach of any supplemental indenture (of the representations and warranties in Section 9.6);3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of the Trust Sale Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in the Secured Notes, the Administrator shall give prompt written notice thereof to Seller, the Depositor, the AART Owner Trustee and the AART Indenture Trustee and shall use reasonable efforts to enforce the obligations of the Seller or the Depositor, as applicable, to repurchase such Secured Note.
Appears in 2 contracts
Samples: Administration Agreement (Ally Auto Receivables Trust 2013-Sn1), Administration Agreement (Ally Auto Receivables Trust 2013-Sn1)
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 of the duties of the Issuer under the Note Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture):
(Ai) causing the duty Note Registrar to cause keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give giving the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.52.04);
(Bii) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 execution of Definitive Notes in accordance with the instructions of any 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 2.132.12);
(Giii) causing the maintenance of Note Registrar to maintain 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);
(Hiv) preparing Issuer Orders required to appoint any Paying Agent, preparing written notices thereof to the duty to cause Indenture Trustee and the Insurer and causing newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee and the instrument Insurer the instruments specified in the Indenture regarding funds held in trust (Section 3.33.03);
(Iv) preparing Issuer Orders required to direct the direction 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 3.33.03);
(Jvi) the obtaining and preservation calculating accrual of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indentureoriginal issue discount, the Notesaccrual of market discount, and the Collateral amortization of premium on the Notes and each other instrument or agreement included in calculating the Indenture Trust Estate resulting withholding taxes (Section 3.43.03(v));
(Kvii) the preparation of executing all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments prepared by the Depositor and delivered to the taking of such other action as is Administrator for execution necessary or advisable to protect the Indenture Trust Estate Collateral (Sections 3.5 and 3.7(c)Section 3.05);
(Lviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust Estateupon written notice or actual knowledge thereof, 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);
(M) the identification delivering notice to the Indenture Trustee in an Officer's Certificate and each Rating Agency of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b));
(N) the notification of the Indenture Trustee and the Rating Agencies of an each Rapid Amortization Event or Event of Servicing Servicer 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller Depositor, as applicable, 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);
(Rix) upon the monitoring request of the Issuer's obligations Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20);
(x) delivering to each Rating Agency a notice of 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 (Section 4.14.01);
(Sxi) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.17.01);
(Yxii) permitting the preparation inspection of the Issuer's books to the extent such books are maintained by the Administrator (Section 11.17); and
(xiii) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall perform, after execution by or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the filing Trust Agreement, including its duties as the Certificate Paying Agent and the Certificate Registrar.
(c) The Administrator shall perform the duties of the Indenture Trustee specified in Section 5.05 of the Sale and Servicing Agreement required to be performed in connection with the CommissionNote Account.
(d) The Administrator shall (i) prepare all necessary UCC-3 financing statements for the purpose of continuing or amending the UCC-1 financing statements relating to IndyMac Bank, any applicable state agencies FSB ("IndyMac"), the Depositor and the Issuer, each naming the appropriate party as debtor and the appropriate party as secured party, as are required and for as long as this Agreement and the Indenture remain outstanding, (ii) submit any such UCC-3 financing statements to the proper parties for execution and (iii) file such UCC-3 financing statements in a timely manner.
(e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator, in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of documents (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be 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, given to the Noteholders (Section 7.3);
(Z) Certificateholders by the opening of one or more accounts in Owner Trustee under 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Agreement.
Appears in 1 contract
Samples: Administration Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H1)
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 will 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 will shall monitor the performance of the Issuer and will advise shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement, the Indenture and the Note Depository Agreement. The Administrator will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer In addition to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 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 the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.02 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.03);
(C) the notification of Noteholders of the final principal payment on their the Notes or of the redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 2.8(b)Sections 2.06(b) and 10.02);
(D) performing the function of the Issuer with respect to the cancellation of the Notes (Section 2.01);
(E) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.102.08);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(G) the maintenance of an office in the Borough of Manhattan, The City of New YorkSt. Xxxx, 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 3.33.03);
(I) the direction to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.33.03);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(OK) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.14.01);
(SL) 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 4.210.01);
(TN) the preparation of an Officer's Certificate to providing the Indenture Trustee after with calculations pertaining to original issue discount, if any, on the occurrence Notes and, if applicable, the accrual of any event which with market discount or the giving amortization of notice and premium on the lapse of time would become an Event of Default under Section 5.1(iii) of Notes to the Indenture, its status and what action extent the Issuer is taking or proposes Administrator has received from the Servicer sufficient information to take with respect thereto calculate such amounts (Section 5.13.03);
(UO) the compliance with any written directive preparation and filing of all documents and reports by the Issuer on Forms 8-K and 10-K as required under the Exchange Act, the rules and regulations of the Commission thereunder and the TIA (Section 7.03);
(P) filing Internal Revenue Service Form 8811 within 30 days of the Closing Date, designating the 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; and
(Q) perform such matters with respect to Subsequent Mortgage Loans as may be required on each Subsequent Transfer Date.
(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 of Default has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders duties of the removal 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 Section 5.5 of the Owner Trust Agreement upon receipt of the Opinion of Counsel specified in Section 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 and shall receive written notification if there shall be two or more beneficial owners of the appointment of a successor Indenture Trustee (Section 6.8);Owner Trust.
(Wi) The Administrator shall perform the preparation duties of any written instruments the Administrator specified in Section 10.02 of the Owner Trust Agreement required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary be performed in connection with the resignation or removal of the Owner Trustee, and 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 other duties expressly required to be filed on a periodic basis with, and summaries thereof as may be required performed by rules and regulations prescribed bythe Administrator under the Owner Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Commission Administrator may enter 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 any applicable state agencies and shall be, in the transmission of such summariesAdministrator's opinion, as necessary, no less favorable 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);than would be available from unaffiliated parties.
Appears in 1 contract
Samples: Administration Agreement (Empire Funding Home Loan Owner Trust 1998-1)
Duties of the Administrator. (a) Duties with Respect The Trust hereby employs the Administrator to act as administrator of the Funds and to administer their affairs, subject to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all its duties as Administrator and the duties supervision of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties Board of Trustees of the Issuer under Trust, for the Indenture period and on the Note Depository terms set forth in this Agreement. The Administrator will monitor hereby accepts such employment, and undertakes to afford to the performance Trust and its Board of Trustees the advice and assistance of the Issuer Administrator's organization in the administration of the Funds and will advise to furnish for the Owner Trustee when action is use of the Funds office space and all necessary office facilities, equipment and personnel for administering the affairs of the Funds and to comply with pay the Issuerportion allocable to the Funds of the salaries and fees of all officers and Trustees of the Trust who are members of the Administrator's duties under the Indenture organization and the Note Depository Agreementsalaries and fees of all personnel of the Administrator performing services relating to administrative activities. The Administrator will prepare shall for execution by all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Issuer, Trust in any way or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will otherwise be the duty deemed an agent of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository AgreementTrust. In furtherance of Notwithstanding the foregoing, the Administrator will takeshall not be deemed to have assumed any duties hereunder with respect to, in and shall not, by the name and on behalf execution of this Agreement, be responsible for, the management of the Issuer Funds' assets or the Owner Trustee, all appropriate action that is rendering of investment advice and supervision with respect thereto or the duty distribution of shares of the Issuer Funds, nor shall the Administrator be deemed to have assumed hereunder or the Owner Trustee to take, if any, pursuant to the Indenture including, without limitation, such of the foregoing as are required have any responsibility hereunder with respect to the following matters under the Indenture (references are to sections functions specifically assumed by any transfer agent, custodian, or shareholder servicing agent of the Indenture):
(A) Trust or the duty to cause Funds. It is intended that 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, assets of the Note Register Funds will be invested in corresponding portfolios (Section 2.5the "Portfolios") of Xxxxxxxx, Ayer & Wood Master Portfolio (the "Portfolio Trust");
(B) the determination as to whether the requirements of UCC Section 8-401(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 preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of each Portfolio having substantially the same investment objective, policies and restrictions as the applicable Fund. It is duly recognized that Xxxxxxxx, Xxxx & Xxxx, Inc. or its affiliate, Xxxxxxxx International Management Company, L.P., acts as the investment adviser to the Indenture Trustee (Section 2.2);
(E) the preparationeach Portfolio under Investment Advisory Agreements, obtaining or filing of the instrumentsdated March 29, 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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 1996. As part of its duties under the Sale and Servicing Agreement with respect to the Receivableshereunder, however, the taking of all reasonable steps available Administrator shall obtain from the Portfolios and compile such information about the Portfolios as requested from time to remedy such failure (Section 3.7(d));
(O) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer with another entity or the transfer time by the Issuer Trust's Board of its properties or assets (Section 3.10);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Trustees.
Appears in 1 contract
Samples: Administrative Services Agreement (Standish Ayer & Wood Investment 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 will shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will 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 will shall prepare for execution by the Issuer, or will shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will shall take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has shall have occurred and is be continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Samples: 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 of the duties of the Issuer under the Note Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture):
(Ai) causing the duty Note Registrar to cause keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give giving the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.52.04);
(Bii) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 execution of Definitive Notes in accordance with the instructions of any 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 2.132.12);
(Giii) causing the maintenance of Note Registrar to maintain 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);
(Hiv) preparing Issuer Orders required to appoint any Paying Agent, preparing written notices thereof to the duty to cause Indenture Trustee and the Insurer and causing newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee and the instrument Insurer the instruments specified in the Indenture regarding funds held in trust (Section 3.33.03);
(Iv) preparing Issuer Orders required to direct the direction 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 3.33.03);
(Jvi) the obtaining and preservation calculating accrual of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indentureoriginal issue discount, the Notesaccrual of market discount, and the Collateral amortization of premium on the Notes and each other instrument or agreement included in calculating the Indenture Trust Estate resulting withholding taxes (Section 3.43.03(v));
(Kvii) the preparation of executing all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments prepared by the Depositor and delivered to the taking of such other action as is Administrator for execution necessary or advisable to protect the Indenture Trust Estate Collateral (Sections 3.5 and 3.7(c)Section 3.05);
(Lviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as upon written notice or actual knowledge thereof, delivering notice to the Indenture Trust EstateTrustee, the Insurer (so long as the Notes are outstanding or any Reimbursement Amounts remain due and owing to the Insurer), and the annual delivery each Rating Agency of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(M) 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));
(N) the notification of the Indenture Trustee and the Rating Agencies of an each Rapid Amortization Event or Event of Servicing Servicer 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller Depositor, as applicable, 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 3.193.15);
(Rix) upon the monitoring request of the Issuer's obligations Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.16);
(x) delivering to each Rating Agency a notice of 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 (Section 4.14.01);
(Sxi) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.17.01);
(Yxii) permitting the preparation inspection of the Issuer’s books to the extent such books are maintained by the Administrator (Section 11.18); and
(xiii) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall perform, after execution by or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the filing Trust Agreement, including its duties as the Certificate Paying Agent and the Certificate Registrar.
(c) The Administrator shall perform the duties of the Indenture Trustee specified in Section 5.05 of the Sale and Servicing Agreement required to be performed in connection with the CommissionPayment Account.
(d) The Administrator shall (i) prepare all necessary UCC-3 financing statements for the purpose of continuing or amending the UCC-1 financing statements relating to IndyMac Bank, any applicable state agencies F.S.B. (“IndyMac”), the Depositor and the Issuer, each naming the appropriate party as debtor and the appropriate party as secured party, as are required and for as long as this Agreement and the Indenture remain outstanding, (ii) submit any such UCC-3 financing statements to the proper parties for execution and (iii) file such UCC-3 financing statements in a timely manner.
(e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator, in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of documents (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be 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, given to the Noteholders (Section 7.3);
(Z) Certificateholders by the opening of one or more accounts in Owner Trustee under 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Agreement.
Appears in 1 contract
Samples: Administration Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1)
Duties of the Administrator. (a) Duties with Respect to the Indenture Trust Agreement, the Saleand Servicing Agreement and the Note Depository AgreementIndenture.
(i) The Administrator accepts its appointment as Administrator and agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreementhereunder. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take all appropriate action that is the duty of the Issuer Trust or the Owner Trustee Trustee, not in its individual capacity but solely as Owner Trustee, to take, if any, 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 duty to cause preparation of the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.2 and 2.3);
(B) causing the Note Register to be kept 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.3);
(C) the notification of to Noteholders of the final principal payment on their Notes or of the redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 2.8(b2.6(b));
(D) performing the function of the Trust with respect to the cancellation of the Notes (Section 2.7);
(E) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2);
(E) the preparation, obtaining or filing of 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 (Section 2.13)[Reserved];
(G) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if delivery to the Indenture Trustee ceases to maintain such an office Trustee, the Insurer and the Rating Agencies of prompt written notice of each Event of Default under the Indenture (Section 3.23.14);
(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)[reserved];
(I) the direction to the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) the notification of the Indenture Trustee Trustee, the Insurer and the Rating Agencies of the occurrence of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from by 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))Master Servicer;
(OK) the preparation and obtaining notification to the Insurer of documents and instruments required for the consolidation or merger a redemption of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(P) Notes and 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 VII of deposit the Sale and Servicing Agreement required redemption amount into the Distribution Account (Section 3.1410.1);
(QL) the delivery of written notice provision to the Indenture Trustee of certain calculations and the Rating Agencies of each Event of Default under the Indenture information regarding tax withholding and each default by 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 reporting (Section 3.193.3(v);); and
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(VM) the preparation and delivery filing of notice to Noteholders all documents and reports by the Trust of Forms 8-K and 10-K as required under the Exchange Act, the rules and regulations of the removal Commission and the TIA (Sections 7.3 and 7.4); Notwithstanding anything in this Agreement, the Related Agreements or the Trust Agreement to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.5 of the Trust Agreement, including with respect to, among other things, accounting and reports to the Transferor.
(b) In carrying out the duties 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 Trust and shall be, in the Administrator’s opinion, no less favorable to the Trust than would be available from unaffiliated parties.
(c) Notwithstanding anything in this Agreement, the Related Agreements or the Trust Agreement to the contrary, the Administrator shall be responsible for promptly notifying the Paying Agent (as defined in the Trust Agreement) and the Insurer in the event that any withholding tax is imposed on the Trust’s payments (or allocations of income) to the Transferor as contemplated in Section 5.2(c) of the Trust Agreement; provided, however, that no such notice shall be required to be given to the Paying Agent or the Indenture Trustee and if the appointment of a successor Indenture Trustee (Section 6.8);
(W) Administrator is the preparation Paying Agent. Any such notice shall specify the amount 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 withholding tax required to be filed on a periodic basis with, and summaries thereof as may be required withheld by rules and regulations prescribed by, the Commission and any applicable state agencies and Paying Agent or the transmission of such summariesIndenture Trustee, as necessarythe case may be, 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 pursuant to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);provision.
Appears in 1 contract
Samples: Administration Agreement (First Horizon Asset Sec HELOC Notes Ser 2007-He1)
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 of the duties of the Issuer under and the Note Depository Agreement. In addition, Issuer Loan Trustee and shall take all appropriate action that is the Administrator will consult with the Owner Trustee regarding the duties duty of the Issuer or the Issuer Loan Trustee to take with respect to the following matters under the Trust Agreement, the Issuer Loan Trust Agreement, the Indenture and the Note Depository Purchase Agreement. The Administrator will monitor :
(i) causing the performance preparation of Notes for execution by the Authorized Officer of the Issuer (I) upon original issuance, (II) upon the surrender for registration of any transfer or exchange of Notes and will advise (III) for the Owner replacement of any lost, stolen or mutilated Notes, and delivering of such Notes to the Indenture Trustee when action for authentication (Sections 2.03, 2.05, 2.06 of the Indenture);
(ii) delivering to the Indenture Trustee for cancellation any Notes previously authenticated and delivered that the Issuer acquired in any lawful manner (Section 2.08 of the Indenture);
(iii) directing the Indenture Trustee to undertake reasonable notification and discharge efforts with respect to the payment of any due and payable amount left unclaimed for two years (Section 3.03 of the Indenture);
(iv) keeping in full effect the Issuer’s existence, rights and franchises as a statutory trust under the laws of Delaware and the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to comply with the Issuer's duties ’s obligations under the Transaction Documents (Section 3.04 of the Indenture);
(v) from time to time, taking all actions, including without limitation preparing, or causing to be prepared, authorizing, executing and delivering all such supplements and amendments to the Indenture and all such financing statements, amendments to financing statements, continuation statements, if any, instruments of further assurance and other instruments, necessary or advisable to: (I) grant more effectively all or any portion of the Trust Estate as security for the Notes; (II) maintain or perfect or preserve the lien and security interest (and the priority thereof) of the Indenture or to carry out more effectively the purposes thereof; (III) perfect, publish notice of or protect the validity of any Grant made, or to be made, by the Indenture and the priority thereof; or (IV) preserve and defend title to the Trust Estate and the rights therein of the Indenture Trustee and the Noteholders secured thereby against the claims of all Persons and parties (Section 3.05 of the Indenture);
(vi) annually in accordance with the Indenture, furnishing to the Indenture Trustee an Opinion of Counsel with respect to the maintenance of the lien and security interest created by the Indenture (Section 3.06 of the Indenture);
(vii) giving prompt notice to the Indenture Trustee, each Noteholder, the Administrative Agent and the Rating Agency, as applicable, upon having knowledge thereof, of any Servicer Default, any Early Amortization Event under the Indenture, any Event of Default under the Indenture, any default on the part of any party thereto of its obligations under the Loan Purchase Agreement and any Insolvency Event with respect to the Issuer (Sections 3.07(d) and 3.15 of the Indenture and Section 8.01(c) of the Note Purchase Agreement);
(viii) delivering to the Indenture Trustee a copy of the Loan Schedule (as defined in the Sale and Servicing Agreement) received by the Issuer pursuant to the Sale and Servicing Agreement and a copy of each notice received by the Issuer from the Administrative Agent, the Funding Agents and the Noteholders (Sections 3.07(e) and 11.04(b) of the Indenture and Sections 2.07 and 3.01(a) of the Note Purchase Agreement);
(ix) annually, in accordance with the Indenture, causing a review of the activities of the Issuer during the applicable period and of its performance under the Indenture and delivering to the Indenture Trustee and the Administrative Agent an Officer’s Certificate in respect of such review (Section 3.09 of the Indenture);
(x) upon written request of the Indenture Trustee or the Administrative Agent, executing and delivering such further instruments and doing further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.17 of the Indenture);
(xi) permitting inspection of the Issuer’s books, records and premises to the extent that the same are maintained by the Administrator (Section 11.13 of the Indenture);
(xii) delivering to the Indenture Trustee, upon its request, an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture (Section 6.03(q) of the Indenture);
(xiii) furnishing the Indenture Trustee in writing the names, addresses and taxpayer identification numbers of the Holders of Notes as they appear on the Note Register during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture);
(xiv) from time to time, taking actions required by the Issuer pursuant to the Issuer Loan Trust Agreement, including without limitation furnishing documentation and performing the obligations of the Issuer thereunder (Sections 2.5, 2.6(c), 2.13, 5.3 and Article III of the Issuer Loan Trust Agreement) and providing direction to the Issuer Loan Trustee;
(xv) at the written direction of the Depositor, signing on behalf of the Issuer any Periodic Filings of the Issuer or other documents relating to the Issuer prepared by, or on behalf of, the Depositor;
(xvi) preparing and signing on behalf of the Issuer any documents relating to the Depository Agreement in connection with the Notes;
(xvii) causing the Issuer to provide (or providing on the Issuer’s behalf) such additional financial or other information with respect to the Transaction Documents or the Issuer as the Administrative Agent may from time to time reasonably request (Section 8.01(g) of the Note Purchase Agreement. );
(xviii) annually (or more frequently to the extent permitted in the Note Purchase Agreement) (a) causing an independent nationally recognized accounting firm or an independent audit and consulting firm specializing in securitization transactions reasonably satisfactory to the Administrative Agent, to enter the premises of, and examine and audit the books, records and accounts of, the Issuer and any Person to whom the Issuer delegates all or any portion of its duties under any Transaction Document to which it is a party, (b) permitting such firm to discuss the Issuer’s and such other Person’s affairs and finances with the officers, partners, employees and accountants of any of them, (c) causing such firm to provide to the Administrative Agent and each Purchaser with a report in respect of the foregoing, and (d) authorizing such firm to discuss such affairs, finances and performance with representatives of the Administrative Agent and the Purchasers and their designees (Section 8.01(h) of the Note Purchase Agreement);
(xix) preparing (and executing and delivering to the Administrative Agent on behalf of the Issuer) all such documents and instruments and causing the Issuer to do (or doing on its behalf) all such other acts and things as may be necessary or reasonably required by the Administrative Agent to enable the Administrative Agent to exercise and enforce its rights under the Note Purchase Agreement and the other Transaction Documents and to realize thereon, and recording and filing and re-recording and re-filing on behalf of the Issuer all such documents and instruments, at such time or times, in such manner and at such place or places, as may be necessary or reasonably required by the Administrative Agent to validate, preserve, perfect and protect the position of the Purchasers under the Note Purchase Agreement and the other Transaction Documents or to more fully effect the purposes of the Note Purchase Agreement (Section 8.01(i) of the Note Purchase Agreement);
(xx) to the extent that any rating provided by any rating agency with respect to any commercial paper notes issued by any Conduit Purchaser is conditional upon the furnishing of documents or the taking of any other action in connection with the transactions contemplated by the Note Purchase Agreement, causing the Issuer to use all commercially reasonable efforts to furnish such documents and take any such other action (Section 8.01(k) of the Note Purchase Agreement); and
(xxi) any other duties expressly required to be performed by the Administrator under the Indenture, the Trust Agreement or any other Transaction Document.
(b) The Administrator will shall, if required under the terms of any of the Transaction Documents, record the Indenture, Trust Agreement or any Transaction Document.
(c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
(d) In addition to the duties of the Administrator set forth in clauses (a) and (b) above, the Administrator shall perform such calculations and shall prepare for execution by the Issuer, Issuer or will the Issuer Loan Trustee or shall cause the preparation by other appropriate Persons of, persons of all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, Transaction Documents and shall take all appropriate action that it is the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance duty of the foregoingIssuer to take pursuant to the Transaction Documents (other than those required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator, in each case for the account of and at the expense of the Issuer; provided that any such reimbursements from the Issuer shall be paid solely in accordance with, and subject to, Section 8.06 of the Indenture. Subject to Section 5, the Administrator will takeshall administer, perform or supervise the performance of such other activities in connection with the name Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions (and are not required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator.
(e) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuer or Issuer Loan Trustee directs the Administrator not to take or which could reasonably be expected to result in a violation or breach of the Issuer’s or the Issuer Loan Trustee’s covenants, agreements or obligations under any of the Transaction Documents.
(f) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Issuer Loan Trustee and the Indenture Trustee at any time during normal business hours.
(g) Nothing contained herein shall limit any duty or obligation of OneMain Financial in any other capacity under any other Transaction Document.
(h) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not (i) incur any indebtedness on behalf of the Issuer or the Owner Trustee, all appropriate action Issuer Loan Trustee (provided that is the duty requesting of Series A Advances shall not be deemed to be an incurrence of indebtedness on behalf of the Issuer or the Owner Trustee to takeIssuer Loan Trustee) and (ii) except as provided in the Transaction Documents, if any, pursuant sell the Trust Estate. Subject to the Indenture includingprovisions and limitations of Section 1(e), without limitation, such of the foregoing as are required with respect to the following matters matters, the Administrator shall not take any of the following actions unless (i) the Administrator provides at least ten (10) days’ prior written notice to the Noteholders and the Beneficiaries of the proposed action and (ii) the written consent of the Directing Holder (or the Administrative Agent acting at its direction) shall have been received by the Administrator with respect to such action:
(i) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Loans or the enforcement of any rights and obligations under the Indenture Transaction Documents) and the compromise or settlement of any action, proceeding, investigation, claim or lawsuit brought by or against the Issuer (references are except with respect to sections the aforementioned claims or lawsuits for collection of the Indenture):
(A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5Loans);
(Bii) the determination as to whether confession of a judgment against the requirements of UCC Section 8-401(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);Issuer; or
(Ciii) the notification of Noteholders possession of the final principal payment on their Notes (Section 2.8(b));
(D) the preparation of Owner Trust Estate, or obtaining assignment of the documents and instruments required for authentication of the Notes and delivery of the same Trust’s right to the Indenture Trustee (Section 2.2);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if anyproperty, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments pursuant 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));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Transaction Documents.
Appears in 1 contract
Samples: Administration Agreement (OneMain Financial Holdings, 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 of the duties of the Issuer under the Note Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture):
(Ai) causing the duty Note Registrar to cause keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give giving the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.52.04);
(Bii) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 execution of Definitive Notes in accordance with the instructions of any 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 2.132.12);
(Giii) causing the maintenance of Note Registrar to maintain 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);
(Hiv) preparing Issuer Orders required to appoint any Paying Agent, preparing written notices thereof to the duty to cause Indenture Trustee and the Insurer and causing newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee and the instrument Insurer the instruments specified in the Indenture regarding funds held in trust (Section 3.33.03);
(Iv) preparing Issuer Orders required to direct the direction 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 3.33.03);
(Jvi) the obtaining and preservation calculating accrual of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indentureoriginal issue discount, the Notesaccrual of market discount, and the Collateral amortization of premium on the Notes and each other instrument or agreement included in calculating the Indenture Trust Estate resulting withholding taxes (Section 3.43.03(v));
(Kvii) the preparation of executing all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments prepared by the Depositor and delivered to the taking of such other action as is Administrator for execution necessary or advisable to protect the Indenture Trust Estate Collateral (Sections 3.5 and 3.7(c)Section 3.05);
(Lviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as upon written notice or actual knowledge thereof, delivering notice to the Indenture Trust EstateTrustee, the Insurer (so long as the Notes are outstanding or any Reimbursement Amounts remain due and owing to the Insurer), and the annual delivery each Rating Agency of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(M) 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));
(N) the notification of the Indenture Trustee and the Rating Agencies of an each Rapid Amortization Event or Event of Servicing Servicer 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller Depositor, as applicable, 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 3.193.15);
(Rix) upon the monitoring request of the Issuer's obligations Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.16);
(x) delivering to each Rating Agency a notice of 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 (Section 4.14.01);
(Sxi) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.17.01);
(Yxii) permitting the preparation inspection of the Issuer's books to the extent such books are maintained by the Administrator (Section 11.18); and
(xiii) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall perform, after execution by or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the filing Trust Agreement, including its duties as the Certificate Paying Agent and the Certificate Registrar.
(c) The Administrator shall perform the duties of the Indenture Trustee specified in Section 5.05 of the Sale and Servicing Agreement required to be performed in connection with the CommissionPayment Account.
(d) The Administrator shall (i) prepare all necessary UCC-3 financing statements for the purpose of continuing or amending the UCC-1 financing statements relating to IndyMac Bank, any applicable state agencies F.S.B. (“IndyMac”), the Depositor and the Issuer, each naming the appropriate party as debtor and the appropriate party as secured party, as are required and for as long as this Agreement and the Indenture remain outstanding, (ii) submit any such UCC-3 financing statements to the proper parties for execution and (iii) file such UCC-3 financing statements in a timely manner.
(e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator, in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of documents (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be 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, given to the Noteholders (Section 7.3);
(Z) Certificateholders by the opening of one or more accounts in Owner Trustee under 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Agreement.
Appears in 1 contract
Samples: Administration Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H4)
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 will 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 will shall monitor the performance of the Issuer and will advise shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement, the Indenture and the Note Depository Agreement. The Administrator will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer In addition to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 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 the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.02 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.03);
(C) the notification of Noteholders of the final principal payment on their the Notes or of the redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 2.8(b)Sections 2.06(b) and 10.02);
(D) performing the function of the Issuer with respect to the cancellation of the Notes (Section 2.01);
(E) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.102.08);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(G) the maintenance of an office in the Borough of Manhattan, The City of New YorkSt. Xxxx, 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 3.33.03);
(I) the direction to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.33.03);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(OK) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.14.01);
(SL) opening one or more accounts in the monitoring 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 Distribution 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 4.210.01);
(TN) the preparation of an Officer's Certificate to providing the Indenture Trustee after with calculations pertaining to original issue discount, if any, on the occurrence Notes and, if applicable, the accrual of any event which with market discount or the giving amortization of notice and premium on the lapse of time would become an Event of Default under Section 5.1(iii) of Notes to the Indenture, its status and what action extent the Issuer is taking or proposes Administrator has received from the Servicer sufficient information to take with respect thereto calculate such amounts (Section 5.13.03);
(UO) the compliance with any written directive preparation and filing of all documents and reports by the Issuer on Forms 8-K and 10-K as required under the Exchange Act, the rules and regulations of the Commission thereunder and the TIA (Section 7.03);
(P) filing Internal Revenue Service Form 8811 within 30 days of the Closing Date, designating the 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; and
(Q) perform such matters with respect to Subsequent Mortgage Loans as may be required on each Subsequent Transfer Date.
(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the Indenture duties of the Owner Trustee set forth in the Trust Estate at one or more public or private sales called Agreement with respect to, among other things, accounting and conducted in any manner permitted by law if an Event reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of Default has occurred the Schedule K-1's necessary to enable each Owner to prepare its federal and is continuing (Section 5.4);state income tax returns.
(Vi) The Administrator shall perform the preparation and delivery of notice to Noteholders duties of the removal Administrator specified in Section 10.02 of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) the preparation of any written instruments Trust Agreement required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary be performed in connection with the resignation or removal of the Owner Trustee, and 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 other duties expressly required to be filed on a periodic basis with, and summaries thereof as may be required performed by rules and regulations prescribed bythe Administrator under the Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Commission 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 any applicable state agencies and shall be, in the transmission of such summariesAdministrator's opinion, as necessary, no less favorable 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);than would be available from unaffiliated parties.
Appears in 1 contract
Samples: Administration Agreement (Empire Funding Home Loan Owner Trust 1997-4)
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 of the duties of the Issuer under the Note Depository Agreement. In additionaddition to its duties performed under the Depository Agreement, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 take with respect to the following matters under the Trust Agreement, the Sale and Servicing Agreement and the Indenture (section references in parentheses are to sections of the Indenture):
(Ai) causing the duty Note Registrar to cause keep the Note Register, appointing a successor upon the resignation of the Note Registrar, causing the Note Register to be kept if the Issuer assumes the duties of Note Registrar, and to give giving the Indenture Trustee and the Insurer notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.52.04);
(Bii) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 execution of Definitive Notes in accordance with the instructions of any 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 2.132.12);
(Giii) causing the maintenance of Note Registrar to maintain 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);
(Hiv) preparing Issuer Orders required to appoint any Paying Agent, preparing written notices thereof to the duty to cause Indenture Trustee and the Insurer and causing newly appointed Note Paying Agents, if any, to execute and deliver to the Indenture Trustee and the instrument Insurer the instruments specified in the Indenture regarding funds held in trust (Section 3.33.03);
(Iv) preparing Issuer Orders required to direct the direction 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 3.33.03);
(Jvi) the obtaining and preservation calculating accrual of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indentureoriginal issue discount, the Notesaccrual of market discount, and the Collateral amortization of premium on the Notes and each other instrument or agreement included in calculating the Indenture Trust Estate resulting withholding taxes (Section 3.43.03(v));
(Kvii) the preparation of executing all supplements and amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments prepared by the Depositor and delivered to the taking of such other action as is Administrator for execution necessary or advisable to protect the Indenture Trust Estate Collateral (Sections 3.5 and 3.7(c)Section 3.05);
(Lviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as upon written notice or actual knowledge thereof, delivering notice to the Indenture Trust EstateTrustee, the Insurer (so long as the Class A Notes are outstanding or any Reimbursement Amounts remain due and owing to the Insurer), and the annual delivery each Rating Agency of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(M) 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));
(N) the notification of the Indenture Trustee and the Rating Agencies of an each Rapid Amortization Event or Event of Servicing Servicer 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller Depositor, as applicable, 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 3.193.15);
(Rix) upon the monitoring request of the Issuer's obligations Indenture Trustee, executing and delivering such further instruments and doing such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.16);
(x) delivering to each Rating Agency a notice of 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 (Section 4.14.01);
(Sxi) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.17.01);
(Yxii) permitting the preparation inspection of the Issuer's books to the extent such books are maintained by the Administrator (Section 11.18); and
(xiii) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall perform, after execution by or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the filing Trust Agreement, including its duties as the Certificate Paying Agent and the Certificate Registrar.
(c) The Administrator shall perform the duties of the Indenture Trustee specified in Section 5.05 of the Sale and Servicing Agreement required to be performed in connection with the CommissionPayment Account.
(d) The Administrator shall (i) prepare all necessary UCC-3 financing statements for the purpose of continuing or amending the UCC-1 financing statements relating to IndyMac Bank, any applicable state agencies F.S.B. ("IndyMac"), the Depositor and the Issuer, each naming the appropriate party as debtor and the appropriate party as secured party, as are required and for as long as this Agreement and the Indenture remain outstanding, (ii) submit any such UCC-3 financing statements to the proper parties for execution and (iii) file such UCC-3 financing statements in a timely manner.
(e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to compensation, reimbursement and indemnification. The Administrator, in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of documents (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be 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, given to the Noteholders (Section 7.3);
(Z) Certificateholders by the opening of one or more accounts in Owner Trustee under 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Agreement.
Appears in 1 contract
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 of the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take all appropriate action that is are the duty duties 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 take with respect to the following matters under the Indenture (references are to sections of Trust Agreement, the Transfer and Servicing Agreement and the Indenture)::
(Ai) 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 (Section 2.52.04 of the Indenture);
(Bii) the determination as duty to whether cause the requirements Certificate Register to be kept if the Issuer assumes the duties of UCC Section 8-401(1) are met the Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the preparation location, or change in location of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes Certificate Register (Section 2.63.03 of the Trust Agreement);
(Ciii) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) causing the preparation of Definitive Notes in accordance with the instructions of any 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 2.132.12 of the Indenture);
(Giv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes if the Indenture Trustee ceases to maintain such an office (Section 3.23.02 of the Indenture);
(Hv) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.08 of the Trust Agreement);
(vi) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Indenture Trustee and 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 3.33.03 of the Indenture);
(Ivii) the direction preparation of 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 3.33.03 of the Indenture);
(Jviii) the obtaining calculation of accrual of original issue discount, market discount, and preservation the amortization of premium on the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability Notes (Section 3.03(v) of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(Kix) the preparation execution of all supplements and amendments to the Indenture and all financing statementssupplements, continuation statementsamendments, instruments of further assurance and other instruments prepared by the Depositor and delivered to the taking of such other action as is Administrator for execution necessary or advisable to protect the Indenture Trust Estate Collateral (Sections 3.5 and 3.7(c)Section 3.05 of the Indenture);
(Lx) upon written notice or actual knowledge thereof, the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as notification to the Indenture Trust Estate, Trustee and each Rating Agency of an Event of Default under the annual delivery Transfer Servicing Agreement (Section 3.07(d) of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9Indenture);
(Mxi) 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));
(N) the notification of the Indenture Trustee and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement andupon written notice or actual knowledge thereof, 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) 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 the Master Servicer or the Seller Servicer, as applicable, under the Sale Transfer and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any (Section 3.19 of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19Indenture);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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);
(Xxii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.17.01 of the Indenture);
(Yxiii) 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 their consent to any supplemental indentures (Sections 9.19.01 and 9.02 of the Indenture); and
(xiv) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall take all appropriate action with respect to the following matters under the Indenture, 9.2 the Trust Agreement and 9.3this Agreement:
(i) the duties of an authenticating agent for authentication of the Notes (Sections 2.01, 2.02, 2.05 and 2.10 of the Indenture);
(ACii) the execution duties of Note Registrar to be kept (Sections 2.03, 2.04 and delivery 2.07 of new Notes conforming the Indenture);
(iii) to any supplemental indenture provide notices and instructions to the Clearing Agency (Section 9.62.11 of the Indenture);
(iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture); and
(v) the duties of agent or attorney-in-fact for the purposes of filing amendments and continuation statements for the Issuer (Section 3.05 of the Indenture).
(c) The Administrator shall perform, or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar.
(d) The Administrator, as Paying Agent, shall perform the duties of the Indenture Trustee specified in Section 4.1 of the Transfer and Servicing Agreement required to be performed in connection with the Note Account.
(e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification. The Administrator shall not be required to take notice or be deemed to have notice or knowledge of (a) any Event of Default or Default under the Indenture, (b) any Event of Default under the Transfer and Servicing Agreement or (c) [any Swap Default or any Swap Counterparty Trigger Event], unless a Responsible Officer of the Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Administrator is entitled to conclusively assume that no such event or default has occurred. The Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture, deliver to each Noteholder such information with respect to the Notes as may be required to enable such holder to prepare its federal and state income tax returns and shall file such information returns with the Internal Revenue Service with respect to payments or accruals of interest on the Notes as are required to be filed under the Code or applicable Treasury Regulations. The Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholder and (iii) any other notice required to be given to the Certificateholder by the Owner Trustee under the Trust Agreement.
Appears in 1 contract
Samples: Administration Agreement (Aegis Asset Backed Securities Corp)
Duties of the Administrator. (a) Duties with Respect to the Indenture and the Note Depository Agreement.
(i) The Administrator agrees to perform all of its duties as Administrator and the duties of the Issuer Administrator, if any, that are expressly set forth to be performed by it under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture Sale and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, Servicing Agreement or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. .
(b) In furtherance of addition to the foregoing, the Administrator will shall take, in the name and on behalf of the Master Servicer, all appropriate action that is the duty of the Master Servicer to take, with respect to the following matters under the Sale and Servicing Agreement (references are to sections of the Sale and Servicing Agreement):
(A) The repurchase of any Receivable pursuant to Section 3.6, including payment of the related Purchase Amount, as specified therein, to the extent that a corresponding obligation to repurchase such Receivable does not exist or is not exercisable under the related Receivables Servicing Agreement or, if the corresponding obligation does exist and is exercisable, the related Receivables Servicer has failed to perform in its repurchase obligation with respect thereto, and upon any such repurchase by the Administrator, the Issuer and the Master Service shall complete any assignments as may be necessary to transfer the related Receivable to the Administrator and the Administrator shall succeed to all rights of the Issuer and the Master Servicer to enforce any repurchase or other remedies with respect to such Receivable as against the Owner Trusteerelated Receivables Servicer.
(B) The Administrator shall establish and maintain each of the accounts set forth in Section 4.1(a). Such accounts may be maintained as one or more separate accounts at the Administrator's discretion. Each such deposit account shall be maintained as an account of the Administrator over which the Administrator shall have sole dominion and control; provided that, all Collections held by the Administrator shall be held by it for the benefit of the Noteholders and the Counterparties and as agent of the Issuer and as part of the Trust Property; and provided, further, that, notwithstanding Section 4.1(a), the Administrator shall remit all Collections into the Collection Account within two Business Days of its receipt thereof if (i) MLBUSA is no longer the Administrator, (ii) MLBUSA continues to act as Administrator but either (x) ML&Co does not have a short-term senior unsecured debt rating equal to or higher than "Prime-1" by Moody's, "A-1" by Standard & Poor's and "F-1" by Fitch or (y) the Administrator Guarantee has been terminated or notice of its termination has been issued by ML&Co (unless in the case of either of the events set forth in clauses (x) and (y), MLBUSA itself has obtained each of the ratings set forth in clause (x)) or (iii) an event with respect to the Administrator that is described in Section 9(c) hereof shall have occurred and is continuing.
(C) Subject to clause (B) above, on the Business Day prior to each Payment Date, the Administrator on behalf of the Master Servicer shall pay and remit to the Master Servicer for deposit in the Collection Account the Available Collections for the related Collection Period and, to the extent necessary to accomplish such remittance, shall instruct the Depository Institution to withdraw from each deposit account referred to in Section 4.1(a) for deposit into the Collection Account the Available Collections for the related Collection Period. The amount of Available Collections for each Collection Period shall be determined by the Master Servicer based on its aggregating of the remittance information provided by the Receivables Servicers under the Receivables Servicing Agreements. The Administrator shall cause the Receivables Servicers to provide monthly remittance information directly to the Master Servicer, or to the extent the Receivables Servicers nonetheless provide such information to the Administrator, the Administrator shall transmit such information to the Master Servicer upon receipt. In the event that the Administrator fails to remit Available Collections into the Collection Account as and when required pursuant to this Section 2(b)(C), the Securities Administrator shall make a demand of the Administrator Guarantor for such amount pursuant to the Administrator Guarantee.
(D) The Administrator shall be responsible for the calculation of the aggregate Purchase Amount of the Receivables pursuant to Section 8.1 and the timely reporting of such information to the Master Servicer.
(c) In addition to 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 or the Owner Indenture 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 duty Upon request, pursuant 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 locationSection 3.4, or change assist in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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 except as provided in Section 3.15 of the Officer's Certificate Sale and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);Servicing Agreement.
(MB) 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));
(N) The Administrator shall be responsible for the notification of the Indenture Trustee and the Rating Agencies pursuant to Section 3.7 of an Event of Servicing Termination under the Sale and Servicing Agreement to the extent it has actual knowledge of such event and, if such Event of Servicing Termination arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, upon the request of the Securities Administrator the taking of all reasonable steps available to the Issuer to remedy such failure (Section 3.7(d));failure.
(OC) The Administrator shall, pursuant to Section 3.7, be responsible for the notification to the Securities Administrator of (i) the preparation and obtaining of documents and instruments required for the consolidation or merger termination of the Issuer with another entity or Master Servicer and (ii) the transfer by the Issuer appointment of its properties or assets (Section 3.10);a Successor Master Servicer.
(PD) Pursuant to Section 3.14, the Administrator shall have the duty to cause the Master 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 VII VI of the Sale and Servicing Agreement (Section 3.14);Agreement.
(QE) the The delivery of the written notice to the Indenture Trustee Trustee, the Securities Administrator, the Counterparties and the Rating Agencies Agencies, set forth in Section 3.19, of each Event of Default under the Indenture and each default by the Master Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any Agreement.
(F) Performance of the Swap Counterparties Issuer's obligations under Section 3.20 related to the Interest Rate Swap Agreements (Section 3.19);Agreements.
(RG) Pursuant to Section 4.1, 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 an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);thereto.
Appears in 1 contract
Samples: Administration Agreement (Merrill Auto Trust Securitization 2005-1)
Duties of the Administrator. (a) Duties with Respect to the Indenture Trust Agreement, the Sale and Servicing Agreement and the Note Depository AgreementIndenture.
(i) The Administrator accepts its appointment as Administrator and agrees to perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreementhereunder. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take all appropriate action that is the duty of the Issuer Trust or the Owner Trustee Trustee, not in its individual capacity but solely as Owner Trustee, to take, if any, 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 duty to cause preparation of the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.2 and 2.3);
(B) causing the Note Register to be kept 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.3);
(C) the notification of to Noteholders of the final principal payment on their Notes or of the redemption of the Notes or duty to cause the Indenture Trustee to provide such notification (Section 2.8(b2.6(b));
(D) performing the function of the Trust with respect to the cancellation of the Notes (Section 2.7);
(E) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2);
(E) the preparation, obtaining or filing of 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 (Section 2.13)[Reserved];
(G) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes if delivery to the Indenture Trustee ceases to maintain such an office Trustee, the Insurer and the Rating Agencies of prompt written notice of each Event of Default under the Indenture (Section 3.23.14);
(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)[reserved];
(I) the direction to the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) the notification of the Indenture Trustee Trustee, the Insurer and the Rating Agencies of the occurrence of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from by 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))Servicer;
(OK) the preparation and obtaining notification to the Insurer of documents and instruments required for the consolidation or merger a redemption of the Issuer with another entity or the transfer by the Issuer of its properties or assets (Section 3.10);
(P) Notes and 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 VII of deposit the Sale and Servicing Agreement required redemption amount into the Distribution Account (Section 3.1410.1);
(QL) the delivery of written notice provision to the Indenture Trustee of certain calculations and the Rating Agencies of each Event of Default under the Indenture information regarding tax withholding and each default by 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 reporting (Section 3.193.3(v);); and
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(VM) the preparation and delivery filing of notice to Noteholders all documents and reports by the Trust on Forms 8-K, 10-D and 10-K as required under the Exchange Act, the rules and regulations of the removal Commission and the TIA (Sections 7.3 and 7.4); Notwithstanding anything in this Agreement, the Related Agreements or the Trust Agreement to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.5 of the Trust Agreement, including with respect to, among other things, accounting and reports to the Transferor.
(b) In carrying out the duties 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 Trust and shall be, in the Administrator’s opinion, no less favorable to the Trust than would be available from unaffiliated parties.
(c) Notwithstanding anything in this Agreement, the Related Agreements or the Trust Agreement to the contrary, the Administrator shall be responsible for promptly notifying the Paying Agent (as defined in the Trust Agreement) and the Insurer in the event that any withholding tax is imposed on the Trust’s payments (or allocations of income) to the Transferor as contemplated in Section 5.2(c) of the Trust Agreement; provided, however, that no such notice shall be required to be given to the Paying Agent or the Indenture Trustee and if the appointment of a successor Indenture Trustee (Section 6.8);
(W) Administrator is the preparation Paying Agent. Any such notice shall specify the amount 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 withholding tax required to be filed on a periodic basis with, and summaries thereof as may be required withheld by rules and regulations prescribed by, the Commission and any applicable state agencies and Paying Agent or the transmission of such summariesIndenture Trustee, as necessarythe case may be, 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 pursuant to such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(AC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);provision.
Appears in 1 contract
Samples: Administration Agreement (First Horizon Asset Securities 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 of the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take all appropriate action that is are the duty duties 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 take with respect to the following matters under the Indenture (references are to sections of Trust Agreement, the Transfer and Servicing Agreement and the Indenture)::
(Ai) 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 (Section 2.52.04 of the Indenture);
(Bii) the determination as duty to whether cause the requirements Certificate Register to be kept if the Issuer assumes the duties of UCC Section 8-401(1) are met the Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the preparation location, or change in location of an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes Certificate Register (Section 2.63.03 of the Trust Agreement);
(Ciii) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.10);
(F) causing the preparation of Definitive Notes in accordance with the instructions of any 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 2.132.12 of the Indenture);
(Giv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the Notes if the Indenture Trustee ceases to maintain such an office (Section 3.23.02 of the Indenture);
(Hv) the maintenance of an office for registration of transfer or exchange of the Ownership Certificates (Section 3.08 of the Trust Agreement);
(vi) the preparation of an Issuer Order required to appoint a Paying Agent, the preparation of written notice to the Indenture Trustee and 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 3.33.03 of the Indenture);
(Ivii) the direction preparation of an Issuer Order required to direct the Paying Agent to pay to the Indenture Trustee to deposit monies with Note Administrator all sums held in trust by the Paying Agents, if any, other than the Indenture Trustee Agent (Section 3.33.03 of the Indenture);
(Jviii) the obtaining calculation of accrual of original issue discount, market discount, and preservation the amortization of premium on the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability Notes (Section 3.03(v) of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(Kix) the preparation execution of all supplements and amendments to the Indenture and all financing statementssupplements, continuation statementsamendments, instruments of further assurance and other instruments prepared by the Depositor and delivered to the taking of such other action as is Administrator for execution necessary or advisable to protect the Indenture Trust Estate Collateral (Sections 3.5 and 3.7(c)Section 3.05 of the Indenture);
(Lx) upon written notice or actual knowledge thereof, 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);
(M) the identification notification 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));
(N) the notification of the Indenture Trustee and the each Rating Agencies Agency of an Event of Servicing Termination 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale Transfer and Servicing Agreement (Section 3.143.07(d) of the Indenture);
(Qxi) upon written notice or actual knowledge thereof, 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 the Administrator, the Master Servicer, the Servicer or the Seller Depositor, as applicable, under the Sale Transfer and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any (Section 3.19 of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19Indenture);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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);
(Xxii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.17.01 of the Indenture);
(Yxiii) 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 their consent to any supplemental indentures (Section 9.02 of the Indenture); and
(xiv) any other duties expressly required to be performed by the Administrator under the Indenture or the Trust Agreement.
(b) The Administrator shall take all appropriate action with respect to the following matters under the Indenture, the Trust Agreement and this Agreement:
(i) the duties of an authenticating agent for authentication of the Notes (Sections 9.12.01, 9.2 2.02, 2.05 and 9.32.10 of the Indenture);
(ACii) the execution duties of Note Registrar to be kept (Sections 2.03, 2.04 and delivery 2.07 of new Notes conforming the Indenture);
(iii) to any supplemental indenture provide notices and instructions to the Clearing Agency (Section 9.62.11 of the Indenture);
(iv) the duties of Paying Agent (Sections 3.03 and 4.02 of the Indenture); and
(v) the duties of agent or attorney-in-fact for the purposes of filing amendments and continuation statements for the Issuer (Section 3.05 of the Indenture).
(c) The Administrator shall perform, or cause to be performed on behalf of the Issuer, any duties expressly required to be performed by it under the Trust Agreement, including its duties as Certificate Paying Agent and Certificate Registrar.
(d) The Administrator, as Paying Agent, shall perform the duties of the Indenture Trustee specified in Section 4.1 of the Transfer and Servicing Agreement required to be performed in connection with the Note Payment Account.
(e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties and its duties under any other Operative Document, the Administrator shall be subject to the same standard of care and have the same rights, indemnifications and immunities as the Indenture Trustee under the Indenture, including, without limitation, the right to reimbursement and indemnification. The Administrator shall not be required to take notice or be deemed to have notice or knowledge of (a) any Event of Default or Default under the Indenture, (b) any Event of Default under the Transfer and Servicing Agreement or (c) any Swap Default or any Swap Counterparty Trigger Event, unless a Responsible Officer of the Administrator assigned to and working in its corporate trust department obtains actual knowledge of any such event or default or shall have received written notice thereof. In the absence of such actual knowledge or written notice, the Administrator is entitled to conclusively assume that no such event or default has occurred. The Administrator shall have no responsibility to prepare or file any tax return with respect to the Issuer, but shall, pursuant to Section 6.06 of the Indenture, deliver to each Noteholder such information with respect to the Notes as may be required to enable such holder to prepare its federal and state income tax returns and shall file such information returns with the Internal Revenue Service with respect to payments or accruals of interest on the Notes as are required to be filed under the Code or applicable Treasury Regulations. The Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholder of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholder and (iii) any other notice required to be given to the Certificateholder by the Owner Trustee under the Trust Agreement.
Appears in 1 contract
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 will 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 will shall monitor the performance of the Issuer and will advise shall notify the Owner Trustee when the Administrator has actual knowledge that action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement, the Indenture and the Note Depository Agreement. The Administrator will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer In addition to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 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 execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes;
(B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.52.03);
(B) the determination as to whether the requirements of UCC Section 8-401(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 the Notes (Section 2.8(b));
(D) the preparation of or obtaining of the documents and instruments required for authentication redemption of the Notes and delivery of the same to the Indenture Trustee (Section 2.2);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII 10.02); (D) performing the function of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing Notes (Section 5.42.07);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Samples: 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 perform all its duties as Administrator and the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will 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 will shall prepare for execution by the Issuer, or will shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will shall take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has shall have occurred and is be continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 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);
(ABBB) 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);
(ACCC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 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 (which 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;
(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 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
Samples: 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 will shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will 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 will shall prepare for execution by the Issuer, or will shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will shall take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has shall have occurred and is be continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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);
(ABBB) 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);
(ACCC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Samples: 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 will shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will 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 will shall prepare for execution by the Issuer, or will shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will shall take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII VI of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and Agreement, by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties Counterparty under the Interest Rate Swap Agreements (Section 3.193.20);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has shall have occurred and is be continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Samples: 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 will 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 will shall monitor the performance of the Issuer and will advise shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement, the Indenture and the Note Depository Agreement. The Administrator will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer In addition to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 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 the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.02 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.03);
(C) the notification of Noteholders of the final principal payment on their the Notes or of the redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 2.8(b)Sections 2.06(b) and 10.02);
(D) performing the function of the Issuer with respect to the cancellation of the Notes (Section 2.01);
(E) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.102.08);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(G) the maintenance of an office in the Borough of Manhattan, The City of New YorkSt. Xxxx, 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 3.33.03);
(I) the direction to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.33.03);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(OK) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.14.01);
(SL) 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 4.210.01);
(TN) the preparation of an Officer's Certificate to providing the Indenture Trustee after with calculations pertaining to original issue discount, if any, on the occurrence Notes and, if applicable, the accrual of any event which with market discount or the giving amortization of notice and premium on the lapse of time would become an Event of Default under Section 5.1(iii) of Notes to the Indenture, its status and what action extent the Issuer is taking or proposes Administrator has received from the Servicer sufficient information to take with respect thereto calculate such amounts (Section 5.13.03);
(UO) the compliance with any written directive preparation and filing of all documents and reports by the Issuer on Forms 8-K and 10-K as required under the Exchange Act, the rules and regulations of the Commission thereunder and the TIA (Section 7.03);
(P) filing Internal Revenue Service Form 8811 within 30 days of the Closing Date, designating the 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; and
(Q) perform such matters with respect to Subsequent Mortgage Loans as may be required on each Subsequent Transfer Date.
(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 of Default has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders duties of the removal 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 Section 5.5 of the Owner Trust Agreement upon receipt of the Opinion of Counsel specified in Section 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 and shall receive written notification if there shall be two or more beneficial owners of the appointment of a successor Indenture Trustee (Section 6.8);Owner Trust.
(Wi) The Administrator shall perform the preparation duties of any written instruments the Administrator specified in Section 10.02 of the Owner Trust Agreement required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary be performed in connection with the resignation or removal of the Owner Trustee, and 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 other duties expressly required to be filed on a periodic basis with, and summaries thereof as may be required performed by rules and regulations prescribed bythe Administrator under the Owner Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Commission 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 any applicable state agencies and shall be, in the transmission of such summariesAdministrator's opinion, as necessary, no less favorable 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);than would be available from unaffiliated parties.
Appears in 1 contract
Samples: Administration Agreement (Empire Funding Home Loan Owner Trust 1997-5)
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 will shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will 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 will shall prepare for execution by the Issuer, or will shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will shall take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties Counterparty under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has shall have occurred and is be continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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);
(ABBB) 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);
(ACCC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 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 (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;
(C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any 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
Samples: 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 of the duties of the Issuer under and the Note Depository Agreement. In addition, Issuer Loan Trustee and shall take all appropriate action that is the Administrator will consult with the Owner Trustee regarding the duties duty of the Issuer or the Issuer Loan Trustee to take with respect to the following matters under the Indenture Trust Agreement, the Issuer Loan Trust Agreement and the Note Depository Agreement. The Administrator will monitor Indenture:
(i) causing the performance preparation of Notes for execution by the Authorized Officer of the Issuer (I) upon original issuance, (II) upon the surrender for registration of any transfer or exchange of Notes, (III) for the replacement of any lost, stolen or mutilated Notes, and will advise delivering of such Notes to the Owner Indenture Trustee when action for authentication (Sections 2.03, 2.05, 2.06 of the Indenture);
(ii) causing the Notes, upon original issuance, to be issued in the form of one or more Notes representing the Book-Entry Notes to be delivered to the Indenture Trustee as custodian for the Clearing Agency on behalf of the Issuer (Section 2.04 of the Indenture);
(iii) delivering to the Indenture Trustee for cancellation any Notes previously authenticated and delivered which the Issuer acquired in any lawful manner (Section 2.08 of the Indenture);
(iv) causing the execution of Definitive Notes by the Issuer in accordance with the instructions of the applicable Clearing Agency and the delivery of such Notes to the Indenture Trustee for authentication (Section 2.10 of the Indenture);
(v) obtaining a CUSIP number with respect to the Notes and notifying the Indenture Trustee of any change with respect to any CUSIP number (Section 2.11 of the Indenture);
(vi) directing the Indenture Trustee to undertake reasonable notification and discharge efforts with respect to the payment of any due and payable amount left unclaimed for two years (Section 3.03 of the Indenture);
(vii) keeping in full effect the Issuer’s existence, rights and franchises as a statutory trust under the laws of Delaware and the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to comply with the Issuer's duties ’s obligations under the Transaction Documents (Section 3.04 of the Indenture);
(viii) from time to time, taking all actions, including without limitation preparing, or causing to be prepared, authorizing, executing and delivering all such supplements and amendments to the Indenture and all such financing statements, amendments to financing statements, continuation statements, if any, instruments of further assurance and other instruments, necessary or advisable to: (I) grant more effectively all or any portion of the Trust Estate as security for the Notes; (II) maintain or perfect or preserve the lien and security interest (and the priority thereof) of the Indenture or to carry out more effectively the purposes thereof; (III) perfect, publish notice of, or protect the validity of any Grant made or to be made by the Indenture and the priority thereof; or (IV) preserve and defend title to the Trust Estate and the rights therein of the Indenture Trustee and the Noteholders secured thereby against the claims of all Persons and parties (Section 3.05 of the Indenture);
(ix) annually in accordance with the Indenture, furnishing to the Indenture Trustee an Opinion of Counsel with respect to the maintenance of the lien and security interest created by the Indenture (Section 3.06 of the Indenture);
(x) giving prompt notice to the Indenture Trustee, each Noteholder and the Rating Agency, as applicable, upon having knowledge thereof, of any Servicer Default, any Event of Default under the Indenture, any default on the part of any party thereto of its obligations under the Loan Purchase Agreement and any Insolvency Event with respect to the Issuer (Sections 3.07(d) and 3.15 of the Indenture);
(xi) delivering to the Indenture Trustee a copy of the Loan Schedule (as defined in the Sale and Servicing Agreement) received by the Issuer pursuant to the Sale and Servicing Agreement and a copy of each notice received by the Issuer from the Noteholders (Sections 3.07(e) and 11.04(b) of the Indenture);
(xii) annually in accordance with the Indenture, causing a review of the activities of the Issuer during the applicable period and of performance under the Indenture and delivering to the Indenture Trustee an Officer’s Certificate in respect of such review (Section 3.09 of the Indenture);
(xiii) upon written request of the Indenture Trustee, executing and delivering such further instruments and do further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.17 of the Indenture);
(xiv) permitting inspection of the Issuer’s books, records and premises to the extent that the same are maintained by the Administrator (Section 11.13 of the Indenture);
(xv) delivering to the Indenture Trustee, upon its request, an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture (Section 6.03(q) of the Indenture);
(xvi) furnishing the Indenture Trustee in writing the names, addresses and taxpayer identification numbers of the Holders of Notes as they appear on the Note Register during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture);
(xvii) from time to time, taking actions required by the Issuer pursuant to the Issuer Loan Trust Agreement, including without limitation furnishing documentation and performing the obligations of the Issuer thereunder (Sections 2.5, 2.6(c), 2.13, 5.3 and Article III of the Issuer Loan Trust Agreement) and providing direction to the Issuer Loan Trustee;
(xviii) at the written direction of the Depositor, signing on behalf of the Issuer any Periodic Filings of the Issuer or other documents relating to the Issuer prepared by, or on behalf of, the Depositor;
(xix) preparing and signing on behalf of the Issuer any documents relating to the Depository Agreement. Agreement in connection with the Notes; and
(xx) any other duties expressly required to be performed by the Administrator under the Indenture, the Trust Agreement or any other Transaction Document.
(b) The Administrator will shall, if required under the terms of any of the Transaction Documents, record the Indenture, Trust Agreement or any Transaction Document.
(c) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
(d) In addition to the duties of the Administrator set forth in clauses (a) and (b) above, the Administrator shall perform such calculations and shall prepare for execution by the Issuer, Issuer or will the Issuer Loan Trustee or shall cause the preparation by other appropriate Persons of, persons of all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, Transaction Documents and shall take all appropriate action that it is the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance duty of the foregoingIssuer to take pursuant to the Transaction Documents (other than those required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator, in each case for the account of and at the expense of the Issuer; provided, that any such reimbursements from the Issuer shall be paid solely in accordance with, and subject to, Section 8.06 of the Indenture. Subject to Section 5, the Administrator will takeshall administer, perform or supervise the performance of such other activities in connection with the name Collateral (including the Transaction Documents) as are not covered by any of the foregoing provisions (and are not required to be performed by the Depositor pursuant to Section 2 hereof) and are reasonably within the capability of the Administrator.
(e) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Issuer or Issuer Loan Trustee directs the Administrator not to take or which could reasonably be expected to result in a violation or breach of the Issuer’s or the Issuer Loan Trustee’s covenants, agreements or obligations under any of the Transaction Documents.
(f) The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Issuer Loan Trustee and the Indenture Trustee at any time during normal business hours.
(g) Nothing contained herein shall limit any duty or obligation of OneMain Financial in any other capacity under any other Transaction Document.
(h) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not (i) incur any indebtedness on behalf of the Issuer or the Owner TrusteeIssuer Loan Trustee and (ii) except as provided in the Transaction Documents, all appropriate action that is sell the duty of the Issuer or the Owner Trustee to take, if any, pursuant Trust Estate. Subject to the Indenture includingprovisions and limitations of Section 1(e), without limitation, such of the foregoing as are required with respect to the following matters under matters, the Indenture (references are to sections Administrator shall not take any of the Indenture):
following actions unless (i) the Administrator provides at least ten (10) days’ prior written notice to the Noteholders and the Beneficiaries of the proposed action and (ii) within ten (10) days of the date such notice was given, the Directing Holder shall not have notified the Administrator in writing that the Directing Holder is either (A) withholding consent or (B) providing alternative direction with respect to such action:
(i) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice initiation of any appointment claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of a new Note Registrar the Loans or the enforcement of any rights and obligations under the Transaction Documents) and the locationcompromise or settlement of any action, proceeding, investigation, claim or change in location, lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Note Register (Section 2.5Loans);
(Bii) the determination as to whether confession of a judgment against the requirements of UCC Section 8-401(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);Issuer; or
(Ciii) the notification of Noteholders possession of the final principal payment on their Notes (Section 2.8(b));
(D) the preparation of Owner Trust Estate, or obtaining assignment of the documents and instruments required for authentication of the Notes and delivery of the same Trust’s right to the Indenture Trustee (Section 2.2);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if anyproperty, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments pursuant 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));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);Transaction Documents.
Appears in 1 contract
Samples: Administration Agreement (OneMain Financial Holdings, 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 will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer 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 authentication of the Notes and delivery of the same to the Indenture Trustee (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 (Section 2.5);
(BD) the determination as to whether the requirements of UCC Section 8-401(1405(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);
(CE) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(b));
(D) 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);
(EF) the preparation, obtaining or filing of 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 (Section 2.13);
(GH) the maintenance of 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);
(IJ) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(JK) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(KL) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(LM) 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);
(MN) 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));
(NO) 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));
(OP) the preparation and obtaining of documents and instruments 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);
(PQ) 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 VII VI of the Sale and Servicing Agreement (Section 3.14);
(QR) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(RS) 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 (Section 4.1);
(ST) 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 4.2);
(TU) 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);
(UV) 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 has occurred and is continuing (Section 5.4);
(VW) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(WX) 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);
(XY) 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);
(YZ) 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);
(ZAA) 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);
(AAAB) 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);
(ABAC) 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Samples: Administration Agreement (Ford Credit Auto Owner Trust 2005-A)
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 will 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 will shall monitor the performance of the Issuer and will advise shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement, the Indenture and the Note Depository Agreement. The Administrator will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer In addition to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 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 the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.02 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.03);
(C) the notification of Noteholders of the final principal payment on their the Notes or of the redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 2.8(b)Sections 2.06(b) and 10.02);
(D) performing the function of the Issuer with respect to the cancellation of the Notes (Section 2.01);
(E) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.102.08);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(G) the maintenance of an office in the Borough of Manhattan, The City of New York, New York 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 3.33.03);
(I) the direction to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.33.03);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(OK) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.14.01);
(SL) opening one or more accounts in the monitoring 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 Distribution 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 4.210.01);
(TN) the preparation of an Officer's Certificate to providing the Indenture Trustee after with calculations pertaining to original issue discount, if any, on the occurrence Notes and, if applicable, the accrual of any event which with market discount or the giving amortization of notice and premium on the lapse of time would become an Event of Default under Section 5.1(iii) of Notes to the Indenture, its status and what action extent the Issuer is taking or proposes Administrator has received from the Servicer sufficient information to take with respect thereto calculate such amounts (Section 5.13.03);
(UO) the compliance with any written directive preparation and filing of all copies of the Indenture Trustee annual reports and of the information, documents and other reports required by the Commission pursuant to Section 13 or 15(d) of the Exchange Act, the rules and regulations of the Commission thereunder and the TIA (Section 7.03); and
(P) perform such matters with respect to the sale Subsequent Loans as may be required on each Subsequent Transfer Date.
(ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the Indenture duties of the Owner Trustee set forth in the Trust Estate at one or more public or private sales called Agreement with respect to Article III and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.4);Article V thereof.
(Vi) The Administrator shall perform the preparation and delivery of notice to Noteholders duties of the removal Administrator specified in Section 10.02 of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(W) the preparation of any written instruments Trust Agreement required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary be performed in connection with the resignation or removal of the Owner Trustee, and 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 other duties expressly required to be filed on a periodic basis with, and summaries thereof as may be required performed by rules and regulations prescribed bythe Administrator under the Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Commission 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 any applicable state agencies and shall be, in the transmission of such summariesAdministrator's opinion, as necessary, no less favorable 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);than would be available from unaffiliated parties.
Appears in 1 contract
Samples: Administration Agreement (Ditech Funding Corp Home Loan Owner Trust 1997-1)
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 will shall consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will shall monitor the performance of the Issuer and will 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 will shall prepare for execution by the Issuer, or will shall cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Indenture and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will shall take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(1) 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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has shall have occurred and is be continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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);
(ABBB) 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);
(ACCC) the execution and delivery of new Notes conforming to any supplemental indenture (Section 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 (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;
(C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any 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 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
Samples: Administration Agreement (Ford Credit Auto Receivables Two L P)
Duties of the Administrator. (a) Duties The Administrator is hereby appointed and authorized to act as agent for the Owner of the Secured Notes and in such capacity shall administer the Secured Notes with Respect reasonable care, using that degree of skill and attention that the Administrator exercises with respect to comparable property that it administers for itself or others. The Administrator hereby accepts such appointment and authorization and agrees to perform the duties of Administrator with respect to the Indenture Secured Notes set forth herein and in the Note Depository AgreementAART Indenture, if any. Table of Contents
(b) The Administrator’s duties shall include posting of all payments on the Secured Notes, accounting for collections and furnishing monthly and annual statements to the Depositor and any other Persons designated herein with respect to distributions, generating federal income tax information, giving any required notices or instructions to the Depositor or the AART Owner Trustee and performing the other duties specified herein. Subject to the provisions of Section 2.02, the Administrator shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such administration that it may deem necessary or desirable.
(ic) The Administrator agrees to perform all its duties as Administrator and Without limiting the duties of the Issuer under the Note Depository Agreement. In addition, the Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance generality of the foregoing, the Administrator will takeis hereby authorized and empowered by the Owner of the Secured Notes, in the name pursuant to this Section 2.01, to execute and deliver, on behalf of the Issuer all Interested Parties, or the Owner Trusteeany of them, any and all appropriate action that is the duty instruments of the Issuer satisfaction or the Owner Trustee to takecancellation, if anyor of partial or full release or discharge, pursuant to the Indenture includingand all other comparable instruments, without limitation, such of the foregoing as are required with respect to the following matters under Secured Notes. The Administrator is hereby authorized to commence, in its own name or in the Indenture (references are to sections name of the Indenture):
Owner of such Secured Note a legal proceeding, whether through judicial process or (A) the duty with respect to cause the Note Register to be kept and to give the Indenture Trustee notice repossession of any appointment Leased Vehicle related to a Lease Asset) non-judicial process, to participate in a voluntary or involuntary liquidation proceeding to enforce a liquidating Secured Note, to enforce all obligations of a new Note Registrar the Seller and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the IndentureDepositor under this Agreement, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate (Section 3.4);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Indenture Trust EstatePooling Agreement, 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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 summariesFurther Transfer Agreements, as necessaryapplicable, or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Secured Note. If the Noteholders (Section 7.3);
(Z) the opening of one Administrator commences or more accounts participates in the Issuer's such a legal proceeding in its own name, the preparation and delivery Owner of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect such Secured Note shall be deemed to investment and reinvestment, have automatically assigned such Secured Note 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, Administrator for the release benefit of the Indenture Trust Estate (Sections 8.4 Interested Parties immediately prior to such legal or liquidation proceeding for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Administrator will be, and 8.5);
(AB) will have all the preparation of Issuer Orders rights and duties of, a secured party under the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures UCC and the mailing to the Noteholders of notices other applicable law with respect to such supplemental indentures (Sections 9.1Secured Note. At the Administrator’s request from time to time, 9.2 and 9.3);the Owner of a Secured Note assigned under this Section 2.01 shall provide the Administrator with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Administrator to take any of the actions set forth in the following sentence.
(ACd) The Administrator is hereby authorized and empowered by the execution Owner of a Secured Note to execute and delivery deliver in the Administrator’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. Any Owner of new Secured Notes conforming shall furnish the Administrator with any powers of attorney and other documents and take any other steps which the Administrator may deem necessary or appropriate to enable the Administrator to carry out its administrative duties under this Agreement and in the AART Indenture, if any. Except to the extent required by the preceding two sentences, the authority and rights granted to the Administrator in this Section 2.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a Secured Note of equivalent authority and rights.
(e) Upon discovery by the Administrator of a breach of any supplemental indenture (of the representations and warranties in Section 9.6);3.01 of the Pooling Agreement or in Section 2.03 or Section 3.01 of the Trust Sale Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in the Secured Notes, the Administrator shall give prompt written notice Table of Contents thereof to Seller, the Depositor, the AART Owner Trustee and the AART Indenture Trustee and shall use reasonable efforts to enforce the obligations of the Seller or the Depositor, as applicable, to repurchase such Secured Note.
Appears in 1 contract
Samples: Administration Agreement (Ally Central Originating Lease Trust)
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 will 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 will shall monitor the performance of the Issuer and will advise shall notify the Owner Trustee when action is necessary to comply with the Issuer's duties under the Sale and Servicing Agreement, the Indenture and the Note Depository Agreement. The Administrator will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer In addition to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer or the Owner Trustee, shall take 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 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 the Notes and the execution of the Notes upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections 2.02 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 (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 2.62.03);
(C) the notification of Noteholders of the final principal payment on their the Notes or of the redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 2.8(b)Sections 2.06(b) and 10.02);
(D) performing the function of the Issuer with respect to the cancellation of the Notes (Section 2.01);
(E) 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);
(E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of property from the lien of the Indenture (Section 2.102.08);
(F) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(G) the maintenance of an office in the Borough of Manhattan, The City of New YorkMinneapolis, 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 3.33.03);
(I) the direction to directing the Indenture Trustee to deposit monies moneys with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.33.03);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(OK) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties under the Interest Rate Swap Agreements (Section 3.19);
(R) 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 (Section 4.14.01);
(SL) 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 4.210.01);
(TN) the preparation of an Officer's Certificate to providing the Indenture Trustee after with calculations pertaining to original issue discount, if any, on the occurrence Notes and, if applicable, the accrual of any event which with market discount or the giving amortization of notice and premium on the lapse of time would become an Event of Default under Section 5.1(iii) of Notes to the Indenture, its status and what action extent the Issuer is taking or proposes Administrator has received from the Servicer sufficient information to take with respect thereto calculate such amounts (Section 5.13.03);
(UO) the compliance with any written directive preparation and filing of all documents and reports by the Issuer on Forms 8-K and 10-K as required under the Exchange Act, the rules and regulations of the Commission thereunder and the TIA (Section 7.03);
(P) filing Internal Revenue Service Form 8811 within 30 days of the Closing Date, designating the 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; and
(Q) perform such matters with respect to Subsequent Mortgage Loans as may be required on each Subsequent Transfer Date.
(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 of Default has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders duties of the removal 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 Section 5.5 of the Owner Trust Agreement upon receipt of the Opinion of Counsel specified in Section 5.5 of the 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 and shall receive written notification if there shall be two or more beneficial owners of the appointment of a successor Indenture Trustee (Section 6.8);Owner Trust.
(Wi) The Administrator shall perform the preparation duties of any written instruments the Administrator specified in Section 10.02 of the Owner Trust Agreement required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary be performed in connection with the resignation or removal of the Owner Trustee, and 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 other duties expressly required to be filed on a periodic basis with, and summaries thereof as may be required performed by rules and regulations prescribed bythe Administrator under the Owner Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Commission 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 any applicable state agencies and shall be, in the transmission of such summariesAdministrator's opinion, as necessary, no less favorable 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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);than would be available from unaffiliated parties.
Appears in 1 contract
Samples: Administration Agreement (Life Financial Home Loan Owner Trust 1997-3)
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 will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator will monitor the performance of the Issuer and 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 will prepare for execution by the Issuer, or will cause the preparation by other appropriate Persons of, all such documents, reports, filings, instruments, certificates and opinions that it will be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture, the Interest Rate Swap Agreements Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator will take, in the name and on behalf of the Issuer 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 duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5);
(B) the determination as to whether the requirements of UCC Section 8-401(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 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);
(E) the preparation, obtaining or filing of 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 (Section 2.13);
(G) the maintenance of 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);
(I) the direction to the Indenture Trustee to deposit monies with Note Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(J) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or 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);
(K) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate (Sections 3.5 and 3.7(c));
(L) 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);
(M) 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));
(N) 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));
(O) the preparation and obtaining of documents and instruments 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);
(P) 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 VII of the Sale and Servicing Agreement (Section 3.14);
(Q) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by Ford Credit or the Seller under the Purchase Agreement or any of the Swap Counterparties Counterparty under the Interest Rate Swap Agreements Agreement (Section 3.19);
(R) 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 (Section 4.1);
(S) 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 4.2);
(T) 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);
(U) 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 has occurred and is continuing (Section 5.4);
(V) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8);
(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-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 execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);
Appears in 1 contract
Samples: Administration Agreement (Ford Credit Auto Receivables Two LLC)
