Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 8 contracts

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP), Transfer and Servicing Agreement (NYMT Securities CORP), Transfer and Servicing Agreement (New York Mortgage Trust 2005-3)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take ~~all appropriate~~ such action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section ~~3.03~~ 3.08 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (clause (v) of the fourth paragraph of Section ~~3.03(v)~~ 3.03 of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any ~~financing statements and~~ continuation statements or amendments necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xiii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. (b) The Seller shall undertake the duties of the Issuer with respect to the following matters under the Indenture: (i) to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer) (Sections 9.01 and 9.02); (ii) to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the Indenture); (iii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture);; and (~~xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv~~iv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xvv) the compliance with any ~~directive~~ request of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture);; and (~~xvi~~vi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (bc) The Issuer will indemnify the Owner ~~Trustee~~ Trustee, the Seller and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (cd) Subject to ~~the penultimate paragraph~~ subsection (e) of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (de) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 4 contracts

Samples: Transfer and Servicing Agreement (Structured Asset Securities Corp), Transfer and Servicing Agreement (Structured Asset Securities Corp), Transfer and Servicing Agreement (Aames Mortgage Investment Trust 2005-4)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, this Agreement or ~~this Agreement~~the Swap Agreements, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP), Transfer and Servicing Agreement (Fieldstone Mortgage Investment Trust, Series 2006-2)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, this Agreement or ~~this~~ the Swap Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP), Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Duties of the Trust Administrator. (a) The ~~Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the~~ Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Owner Trust Agreement, this Agreement and the Indenture: (i) 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 ~~2.04~~ 2.4 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section ~~3.03~~ 3.3 of the Owner Trust Agreement); (iii) causing the preparation of the Notes and the Certificates for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes or Certificates, as applicable (Sections ~~2.04~~ 2.4 and ~~2.05~~ 2.5 of the ~~Indenture~~Indenture and Section 3.3 of the Owner Trust Agreement, respectively); (iv) causing the preparation of Definitive Notes in accordance with the instructions of any ~~Clearing Agency~~Depository, the duty to attempt to locate a qualified successor to the ~~Clearing Agency~~Depository, if necessary, and the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the ~~Clearing Agency~~ Depository (Section 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section ~~3.02~~ 3.2 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of ~~the Ownership Certificate~~ Certificates (Section ~~3.03~~ 3.7 of the Owner Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the ~~Notes~~ Securities (Section ~~3.03(v~~3.3(b)(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section ~~3.07(d~~3.7(d) of the Indenture); (ix) [upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section ~~3.19~~ 3.16 of the Indenture);] (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.01~~ 7.1 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the ~~Collateral~~ Trust Fund (Section ~~3.05~~ 3.5 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section ~~3.09~~ 3.9 of the Indenture); (xiii) [the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section ~~3.19~~3.16);] (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections ~~4.01~~ 4.1 and ~~11.01~~ 11.1 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the ~~Collateral~~ Trust Fund in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section ~~5.04~~ 5.4 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the ~~Collateral~~Trust Fund, as defined in the Indenture (Section ~~8.03~~ 8.3 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections ~~9.01~~9.1, ~~9.02~~9.2, ~~9.03~~ 9.3 and ~~9.06~~ 9.6 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Owner Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The ~~Issuer~~ Depositor will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Owner Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Owner Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section ~~7.01~~8.1, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the ~~Collateral~~ Trust Fund (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the ~~Certificateholders~~ Securityholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Owner Trust Agreement requiring notice be given to the ~~Certificateholders~~ Securityholders and (iii) any other notice required to be given to the ~~Certificateholders~~ Securityholders by the Owner Trustee under the Owner Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (FBR Securitization, Inc.)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take ~~all appropriate~~ such action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section ~~3.03~~ 3.08 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (clause (v) of the fourth paragraph of Section ~~3.03(v)~~ 3.03 of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any ~~financing statements and~~ continuation statements or amendments necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xiii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. (b) The Sponsor shall undertake the duties of the Issuer with respect to the following matters under the Indenture: (i) to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer) (Sections 9.01 and 9.02); (ii) to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the Indenture); (iii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture);; and (~~xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv~~iv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xvv) the compliance with any ~~directive~~ request of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture);; and (~~xvi~~vi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (bc) The Issuer will indemnify the Owner ~~Trustee~~ Trustee, the Sponsor and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (cd) Subject to ~~the penultimate paragraph~~ subsection (e) of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (de) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Aames Mortgage Investment Trust 2006-1)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement and the Cap Agreement; provided, however, that its obligations to perform the duties of the Issuer under the Cap Agreement shall not be personal obligations of the Trust Administrator and any obligations to make any payments to the Cap Counterparty under the Cap Agreement shall be satisfied only from the assets of the Issuer. In addition to its duties performed under the Depository Agreement and the Cap Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, ~~this~~ Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture): (i) The Trust Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Sale and Servicing Agreement and the Indenture and shall notify the Owner Trustee if a Responsible Officer of the Trust Administrator obtains actual knowledge or written notice that action by the Owner Trustee is necessary to comply with the Issuer’s duties under the Sale and Servicing Agreement and the Indenture:; (iii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement2.03); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections ~~2.04~~ 2.02, 2.03 and ~~2.05 of the Indenture~~2.04); (iv) [reserved]; (v) 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 ~~2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture~~2.11); (vi) the maintenance of an office for registration of transfer or exchange of ~~the Ownership Certificate~~ Notes (Section ~~3.03 of the Trust Agreement~~3.02); (vii) the ~~calculation~~ preparation of ~~accrual~~ an Issuer Order required to appoint a Paying Agent, the preparation of ~~original issue discount~~ written notice to the Indenture Trustee and the ~~amortization of premium on~~ duty to cause newly appointed Paying Agents, if any, to execute and deliver to the ~~Notes~~ Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.03(v) of the Indenture~~3.03); (viii) ~~upon written notice or actual knowledge thereof,~~ preparation of an Issuer Order required to direct the ~~notification~~ Paying Agent to pay to the Indenture Trustee ~~and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement~~ all sums held in trust by the Paying Agent (Section ~~3.07(d) of the Indenture~~3.03); (ix) ~~upon written notice or actual knowledge thereof~~the execution of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments prepared by the ~~delivery of notice~~ Depositor and delivered to the ~~Indenture Trustee~~ Trust Administrator for execution necessary to protect the Collateral (Sections 3.05 and ~~each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture~~3.06(c)); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by a Responsible Officer of the Trust Administrator of such non-compliance (Sections 3.07 and 3.09); and (xi) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.01 of the Indenture~~7.01);. (xib) ~~causing~~ The Trust Administrator shall perform the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense duties of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties Administrator expressly required to be performed by the Trust Administrator under the ~~Indenture or the~~ Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including ~~the reasonable costs and expenses~~ its duties as Certificate Paying Agent pursuant to Section 3.09 of ~~defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under~~ the Trust ~~Agreement, the Indenture or this~~ Agreement. (c) ~~Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the~~ The Trust Administrator shall perform ~~or supervise~~ the ~~performance~~ duties of ~~such other activities~~ the Trust Administrator specified in Section 5.08 of the Sale and Servicing Agreement required to be performed in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust AdministratorCertificate Account. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing ~~duties or any of its other obligations under this Agreement~~duties, the Trust 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~~Indenture and the other Operative Agreements, including, without limitation, the right to compensation, reimbursement and indemnification ~~on behalf~~ (which indemnification rights shall survive the resignation or removal of ~~the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by~~ the Trust Administrator ~~(including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar~~ and ~~Note Registrar) in connection with~~ the ~~performance~~ termination of ~~its duties hereunder or under any other Operative~~ this Agreement). The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the ~~Certificateholders~~ 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 ~~Certificateholders~~ Certificateholder and (iii) any other notice required to be given to the ~~Certificateholders~~ Certificateholder by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Greenwich Capital Acceptance, Inc New York Mortgage Trust 2005-1)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take ~~all appropriate~~ such action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section ~~3.03~~ 3.08 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (clause (v) of the fourth paragraph of Section ~~3.03(v)~~ 3.03 of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a ~~Master~~ Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any ~~financing statements and~~ continuation statements or amendments necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xiii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. (b) The Seller shall undertake the duties of the Issuer with respect to the following matters under the Indenture: (i) to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer) (Sections 9.01 and 9.02 of the Indenture); (ii) to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the Indenture); (iii) the preparation (but not the execution) of the annual Officer’s 's Certificate regarding the Issuer’s 's compliance with the terms of the Indenture (Section 3.09 of the Indenture);; and (~~xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv~~iv) causing the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xvv) the compliance with any ~~directive~~ request of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of 117 Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture);; and (~~xvi~~vi) causing the preparation of an Issuer Request and Officer’s 's Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (bc) The Issuer will indemnify the Owner ~~Trustee~~ Trustee, the Seller and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (cd) Subject to ~~the penultimate paragraph~~ subsection (e) of this Section ~~7.01~~6.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (de) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ ' fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.. 118

Appears in 1 contract

Samples: Sale and Servicing Agreement (Indymac MBS Inc)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the ~~Issuer~~ Issuing Entity under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the ~~Issuer~~ Issuing Entity to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) the duty to cause the Note Register to be kept if the ~~Issuer~~ Issuing Entity 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the ~~Issuer~~ Issuing Entity assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default ~~or a Master Servicer Event of Default~~ under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) ~~causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture)~~[reserved]; (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the ~~Issuer~~Issuing Entity’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the ~~Issuer~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an ~~Issuer~~ Issuing Entity Request and Officer’s Certificate (and executing the same on behalf of the ~~Issuer~~Issuing Entity) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the ~~Issuer~~ Issuing Entity under the Indenture to cause the preparation of ~~Issuer~~ Issuing Entity Orders (and execute the same on behalf of the ~~Issuer~~Issuing Entity), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The ~~Issuer~~ Issuing Entity will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, this Agreement or ~~this~~ the Swap Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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~~ Issuing Entity and shall be, in the Trust Administrator’s opinion, no less favorable to the ~~Issuer~~ Issuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the ~~Issuer~~ Issuing Entity from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust ~~Agreement~~ Agreement, this Agreement, the Corridor Contract or ~~this~~ the Swap Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the ~~Issuer~~ Issuing Entity under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the ~~Issuer~~ Issuing Entity to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) the duty to cause the Note Register to be kept if the ~~Issuer~~ Issuing Entity 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the ~~Issuer~~ Issuing Entity assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the ~~Issuer~~Issuing Entity’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the ~~Issuer~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an ~~Issuer~~ Issuing Entity Request and Officer’s Certificate (and executing the same on behalf of the ~~Issuer~~Issuing Entity) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the ~~Issuer~~ Issuing Entity under the Indenture to cause the preparation of ~~Issuer~~ Issuing Entity Orders (and execute the same on behalf of the ~~Issuer~~Issuing Entity), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The ~~Issuer~~ Issuing Entity will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, this Agreement or ~~this~~ the Swap Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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~~ Issuing Entity and shall be, in the Trust Administrator’s opinion, no less favorable to the ~~Issuer~~ Issuing Entity than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the ~~Issuer~~ Issuing Entity from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (SunTrust Mortgage Securitization, LLC)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take ~~all appropriate~~ such action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section ~~3.03~~ 3.08 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (clause (v) of the fourth paragraph of Section ~~3.03(v)~~ 3.03 of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any ~~financing statements and~~ continuation statements or amendments necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xiii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. (b) The Seller shall undertake the duties of the Issuer with respect to the following matters under the Indenture: (i) to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer) (Sections 9.01 and 9.02); (ii) to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the Indenture); (iii) the preparation (but not the execution) of the annual Officer’s 's Certificate regarding the Issuer’s 's compliance with the terms of the Indenture (Section 3.09 of the Indenture);; and (~~xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv~~iv) causing the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xvv) the compliance with any ~~directive~~ request of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture);; and (~~xvi~~vi) causing the preparation of an Issuer Request and Officer’s 's Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (bc) The Issuer will indemnify the Owner ~~Trustee~~ Trustee, the Seller and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (cd) Subject to ~~the penultimate paragraph~~ subsection (e) of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (de) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ ' fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Aames Mortgage Investment Trust 2005-2)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement and the Cap Agreement; provided, however, that its obligations to perform the duties of the Issuer under the Cap Agreement shall not be personal obligations of the Trust Administrator and any obligations to make any payments to the Cap Counterparty under the Cap Agreement shall be satisfied only from the assets of the Issuer. In addition to its duties performed under the Depository Agreement and the Cap Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take with respect to the following matters under the Trust Agreement, ~~this~~ Sale and Servicing Agreement and the Indenture (references are to sections of the Indenture): (i) The Trust Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Sale and Servicing Agreement and the Indenture and shall notify the Owner Trustee if a Responsible Officer of the Trust Administrator obtains actual knowledge or written notice that action by the Owner Trustee is necessary to comply with the Issuer’s duties under the Sale and Servicing Agreement and the Indenture:; (iii) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement2.03); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon their issuance and upon the registration of any transfer or exchange of the Notes (Sections ~~2.04~~ 2.02, 2.03 and ~~2.05 of the Indenture~~2.04); (iv) [reserved]; (v) 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 ~~2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture~~2.11); (vi) the maintenance of an office for registration of transfer or exchange of ~~the Ownership Certificate~~ Notes (Section ~~3.03 of the Trust Agreement~~3.02); (vii) the ~~calculation~~ preparation of ~~accrual~~ an Issuer Order required to appoint a Paying Agent, the preparation of ~~original issue discount~~ written notice to the Indenture Trustee and the ~~amortization of premium on~~ duty to cause newly appointed Paying Agents, if any, to execute and deliver to the ~~Notes~~ Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.03(v) of the Indenture~~3.03); (viii) ~~upon written notice or actual knowledge thereof,~~ preparation of an Issuer Order required to direct the ~~notification~~ Paying Agent to pay to the Indenture Trustee ~~and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement~~ all sums held in trust by the Paying Agent (Section ~~3.07(d) of the Indenture~~3.03); (ix) ~~upon written notice or actual knowledge thereof~~the execution of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments prepared by the ~~delivery of notice~~ Depositor and delivered to the ~~Indenture Trustee~~ Trust Administrator for execution necessary to protect the Collateral (Sections 3.05 and ~~each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture~~3.06(c)); (x) the notification to the Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by a Responsible Officer of the Trust Administrator of such non-compliance (Sections 3.07 and 3.09); and (xi) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.01 of the Indenture~~7.01);. (xib) ~~causing~~ The Trust Administrator shall perform the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense duties of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties Administrator expressly required to be performed by the Trust Administrator under the ~~Indenture or the~~ Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including ~~the reasonable costs and expenses~~ its duties as Certificate Paying Agent pursuant to Section 3.09 of ~~defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under~~ the Trust ~~Agreement, the Indenture or this~~ Agreement. (c) ~~Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the~~ The Trust Administrator shall perform ~~or supervise~~ the ~~performance~~ duties of ~~such other activities~~ the Trust Administrator specified in Section 5.08 of the Sale and Servicing Agreement required to be performed in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust AdministratorCertificate Account. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. . (e) In carrying out the foregoing ~~duties or any of its other obligations under this Agreement~~duties, the Trust 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~~Indenture and the other Operative Agreements, including, without limitation, the right to compensation, reimbursement and indemnification ~~on behalf~~ (which indemnification rights shall survive the resignation or removal of ~~the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by~~ the Trust Administrator and the termination of this Agreement). (~~including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar~~f) ~~in connection with the performance of its duties hereunder or under any other Operative Agreement.~~ The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the ~~Certificateholders~~ 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 ~~Certificateholders~~ Certificateholder and (iii) any other notice required to be given to the ~~Certificateholders~~ Certificateholder by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (New York Mortgage Trust 2005-2)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s 's Certificate regarding the Issuer’s 's compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19);; 129 (xiv) causing the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s 's Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, this Agreement or ~~this~~ the Swap Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take ~~all appropriate~~ such action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 139 the Clearing Agency, if necessary, and the preparation of written notice to the Indenture Trustee of termination of the book-entry system through the Clearing Agency (Section 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section ~~3.03~~ 3.08 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (clause (v) of the fourth paragraph of Section ~~3.03(v)~~ 3.03 of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any ~~financing statements and~~ continuation statements or amendments necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xiii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. (b) The Seller shall undertake the duties of the Issuer with respect to the following matters under the Indenture: (i) to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer) (Sections 9.01 and 9.02); (ii) to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the Indenture); 140 (iii) the preparation (but not the execution) of the annual Officer’s 's Certificate regarding the Issuer’s 's compliance with the terms of the Indenture (Section 3.09 of the Indenture);; and (~~xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv~~iv) causing the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xvv) the compliance with any ~~directive~~ request of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture);; and (~~xvi~~vi) causing the preparation of an Issuer Request and Officer’s 's Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (bc) The Issuer will indemnify the Owner ~~Trustee~~ Trustee, the Seller and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (cd) Subject to ~~the penultimate paragraph~~ subsection (e) of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (de) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s 's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ ' fees and disbursements) incurred by the Trust Administrator (including 141 without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (CWHEQ, Inc.)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take ~~all appropriate~~ such action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05 of the Indenture); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of the Ownership Certificate (Section ~~3.03~~ 3.08 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the Notes (clause (v) of the fourth paragraph of Section ~~3.03(v)~~ 3.03 of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a ~~Master~~ Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any ~~financing statements and~~ continuation statements or amendments necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xiii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. (b) The Seller shall undertake the duties of the Issuer with respect to the following matters under the Indenture: (i) to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer) (Sections 9.01 and 9.02 of the Indenture); (ii) to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07 of the Indenture); (iii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture);; and (~~xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv~~iv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xvv) the compliance with any ~~directive~~ request of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture);; and (~~xvi~~vi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (bc) The Issuer will indemnify the Owner ~~Trustee~~ Trustee, the Seller and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (cd) Subject to ~~the penultimate paragraph~~ subsection (e) of this Section ~~7.01~~6.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (de) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Indymac Abs Inc)

Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all of the duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Trust Administrator shall take all appropriate action that is the duty of the Issuer to take with respect to the following matters under the Trust Agreement, this Agreement and the Indenture: (i) 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 2.04 of the Indenture); (ii) the duty to cause the Certificate Register to be kept if the Issuer assumes the duties of Certificate Registrar, and to give the Owner Trustee notice of any appointment of a new Certificate Registrar and the location, or change in location, of the Certificate Register (Section 3.03 of the Trust Agreement); (iii) causing the preparation of the Notes and the Certificates for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes or Certificates, as applicable (Sections 2.04 and 2.05 of the ~~Indenture~~Indenture and Section 3.03 of the Trust Agreement, respectively); (iv) 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 2.12 of the Indenture); (v) the maintenance of an office for registration of transfer or exchange of Notes (Section 3.02 of the Indenture); (vi) the maintenance of an office for registration of transfer or exchange of ~~the Ownership Certificate~~ Certificates (Section 3.03 of the Trust Agreement); (vii) the calculation of accrual of original issue discount and the amortization of premium on the ~~Notes~~ Securities (Section 3.03(v) of the Indenture); (viii) upon written notice or actual knowledge thereof, the notification to the Indenture Trustee and each Rating Agency of a Servicer Event of Default or a Master Servicer Event of Default under this Agreement (Section 3.07(d) of the Indenture); (ix) upon written notice or actual knowledge thereof, the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19 of the Indenture); (x) the furnishing of the Indenture Trustee with the names and addresses of Holders of Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01 of the Indenture); (xi) causing the preparation of any financing statements and continuation statements necessary to protect the Collateral (Section 3.05 of the Indenture); (xii) the preparation (but not the execution) of the annual Officer’s Certificate regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09 of the Indenture); (xiii) the delivery of notice to the Indenture Trustee and each Rating Agency of each Indenture Event of Default under the Indenture (Section 3.19); (xiv) causing the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel (which shall not be at the expense of the Trust Administrator) with respect to any request by the Issuer to the Indenture Trustee to take any action under the Indenture (Sections 4.01 and 11.01 of the Indenture); (xv) the compliance with any directive of the Indenture Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Indenture Event of Default shall have occurred and be continuing under the Indenture (Section 5.04 of the Indenture); (xvi) causing the preparation of an Issuer Request and Officer’s Certificate (and executing the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel (which shall not be at the expense of the Trust Administrator), if necessary, for the release of the Collateral, as defined in the Indenture (Section 8.03 of the Indenture); (xvii) the mailing to the Noteholders of notices with respect to their consent to any supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture); and (xviii) any other duties expressly required to be performed by the Trust Administrator under the Indenture or the Trust Agreement. Notwithstanding the foregoing, the Seller shall undertake the duties of the Issuer under the Indenture to cause the preparation of Issuer Orders (and execute the same on behalf of the Issuer), and to obtain Opinions of Counsel with respect to the execution of supplemental indentures and, if necessary, to mail to the Noteholders notices with respect to their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture). (b) The Issuer will indemnify the Owner Trustee and the Trust Administrator, and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement or this Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement, the Indenture or this Agreement. (c) Subject to the penultimate paragraph of this Section 7.01, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall perform or supervise the performance of such other activities in connection with the Collateral (including the Operative Agreements) as are not covered by any of the foregoing provisions and as are expressly requested in writing by the Owner Trustee and are reasonably within the capability of the Trust Administrator. (d) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 Trust Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust 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 on behalf of the Issuer from funds in the Collection Account for all losses, costs and expenses of any kind or nature (including without limitation attorneys’ fees and disbursements) incurred by the Trust Administrator (including without limitation in its various capacities as Paying Agent, Certificate Paying Agent, Certificate Registrar and Note Registrar) in connection with the performance of its duties hereunder or under any other Operative Agreement. The Trust Administrator in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Merrill Lynch Mort Inv Fieldstone Mort Inv Tr Ser 2004-1)

Common use of Duties of the Trust Administrator Clause in Contracts