Duties with Respect to the Related Agreements. (i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5); (B) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(e)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the obtaining and preservation of the Issuer’s existence and qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate (Section 3.4); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (N) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section 4.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (EE) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a), (c), (d) and (e)); (HH) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 6 contracts

Samples: Administration Agreement (CarMax Auto Owner Trust 2013-3), Administration Agreement (CarMax Auto Owner Trust 2013-2), Administration Agreement (CarMax Auto Owner Trust 2013-1)

Duties with Respect to the Related Agreements. (i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5); (B) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.8(g)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the obtaining and preservation of the Issuer’s existence and qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate (Section 3.4); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (N) the preparation and delivery of written notice to the Indenture Trustee, the ~~Backup Servicer~~ Depositor and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of ~~the Backup Servicer becoming the Servicer or~~ any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the ~~Backup Servicer, the~~ Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the ~~Depositor, the Servicer~~ Depositor or the ~~Backup~~ Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section 4.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (EE) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a), (c), (d) and (e)); (HH) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.1(e)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 5 contracts

Samples: Administration Agreement (CarMax Auto Owner Trust 2015-3), Administration Agreement (CarMax Auto Owner Trust 2015-2), Administration Agreement (CarMax Auto Owner Trust 2015-1)

Duties with Respect to the Related Agreements. (i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5); (B) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.8(g)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the obtaining and preservation of the Issuer’s existence and qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate (Section 3.4); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (N) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section 4.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (EE) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a), (c), (d) and (e)); (HH) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.1(e)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 3 contracts

Samples: Administration Agreement (CarMax Auto Owner Trust 2014-2), Administration Agreement (Carmax Auto Funding LLC), Administration Agreement (CarMax Auto Owner Trust 2013-4)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to cause the Issuing Entity to perform all ~~its~~ the duties ~~as Administrator~~ of the Issuing Entity and the Owner Trustee under the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the ~~Issuer or~~ Issuing Entity and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the ~~Issuer~~ Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the ~~Issuer’s~~ Issuing Entity's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the ~~Issuer~~ Issuing Entity or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all ~~such~~ documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the ~~Issuer~~ Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to any Related Agreement. The Administrator, subject to Section 1(c), shall cause the ~~Related Agreements. In furtherance of the foregoing, the Administrator shall~~ Issuing Entity to take all appropriate action that it is the ~~Issuer~~ duty of the Issuing Entity or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, ~~such of the foregoing as are required with respect to~~ the following ~~matters~~ duties or actions under the Indenture (references are to sections of the Indenture): (A) the ~~duty~~ preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to ~~cause~~ the Indenture Trustee (Section 2.02); (B) causing the Note Register to be kept and ~~to give~~ giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.04); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.07(b)~~); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13~~); (D) the ~~preparation~~ fixing or causing to be fixed of ~~Definitive Notes in accordance with~~ any specified record date and the ~~instructions~~ notification of the ~~Clearing Agency~~ Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~2.13~~2.07(c)); (E) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.09); (F) ~~the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause~~ causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (G) the direction to Paying Agents, if any, to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (H) the ~~direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the~~ obtaining and preservation of the ~~Issuer’s existence and~~ Issuing Entity's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section ~~3.4~~3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the obtaining of annual ~~delivery of~~ Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the ~~annual delivery~~ obtaining of the annual Officer’s 's Certificate and certain other ~~statements~~ statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections ~~3.6~~ 3.06 and ~~3.9~~3.09); (MK) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the ~~Issuer~~ Issuing Entity has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (NL) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of ~~an Event of Servicing Termination under~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such ~~Event of Servicing Termination~~ Servicer Default arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.7(d~~3.07(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QM) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the ~~Issuer~~ Issuing Entity from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RN) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default ~~under the Indenture,~~ and each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Depositor under the Sale and Servicing Agreement ~~and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ (Section ~~3.18~~3.19); (SO) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating ~~thereto~~ to satisfaction and discharge of the Indenture (Section ~~4.1~~4.01); (UP) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in ~~any~~ a commercially reasonable manner ~~permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section ~~5.4~~5.04); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (WQ) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section ~~6.8~~6.08); (XR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (YS) (i) in the event of any early termination of any Interest Rate Swap Agreement, the preparation of written direction and notification of such early termination to the appropriate parties and (ii) the ~~maintenance~~ notification of the ~~effectiveness~~ Swap Counterparty of ~~the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act~~ any proposed amendment or supplement to any Basic Document (Section ~~3.21~~6.14); (ZT) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.1~~7.01); (AAU) the preparation ~~and, after execution by the Issuer,~~ and filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section ~~7.3~~7.03); (BBV) the opening of one or more ~~accounts in the Indenture Trustee’s name~~accounts, the preparation ~~and delivery~~ of Issuer Orders, Officer’s 's Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the ~~Collection Account and the Reserve Account~~ Trust Accounts (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CCW) the preparation ~~and delivery~~ of an Issuer Request and Officer’s 's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DDX) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and the ~~Rating Agencies, as applicable,~~ Swap Counterparty of notices with respect to such supplemental indentures (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EEY) the ~~execution and delivery~~ preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.06); (FFZ) the ~~duty to notify~~ notification of Noteholders of redemption of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section ~~10.2~~10.02); (GGAA) the preparation ~~and delivery~~ of all Officer~~’s Certificates and the obtaining of an Opinion~~ 's Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the ~~Issuer~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HHBB) the preparation and delivery of Officer’s 's Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (IICC) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section ~~11.4~~11.04); (JJDD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06)~~; and~~; (KKEE) the recording of the Indenture, if applicable (Section 11.15); and (FF) causing the Servicer to comply with Sections 4.09, 4.10, 4.11, 4.12, 4.13 and 5.07 of the Sale and Servicing Agreement. (ii) The Administrator ~~(but not the Indenture Trustee if it is then acting as successor Administrator) shall~~will: (A) pay the Indenture Trustee from time to time ~~such~~ reasonable compensation ~~and fees~~ for all services rendered by the Indenture Trustee under the Indenture ~~as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee~~ (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Caterpillar Financial Asset Trust 2008-A), Administration Agreement (Caterpillar Financial Funding Corp)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to cause the Issuing Entity to perform all ~~its~~ the duties ~~as Administrator~~ of the Issuing Entity and the Owner Trustee under the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the ~~Issuer or~~ Issuing Entity and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the ~~Issuer~~ Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the ~~Issuer’s~~ Issuing Entity's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the ~~Issuer~~ Issuing Entity or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all ~~such~~ documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the ~~Issuer~~ Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to any Related Agreement. The Administrator, subject to Section 1(c), shall cause the ~~Related Agreements. In furtherance of the foregoing, the Administrator shall~~ Issuing Entity to take all appropriate action that it is the ~~Issuer~~ duty of the Issuing Entity or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, ~~such of the foregoing as are required with respect to~~ the following ~~matters~~ duties or actions under the Indenture (references are to sections of the Indenture): (A) the ~~duty~~ preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to ~~cause~~ the Indenture Trustee (Section 2.02); (B) causing the Note Register to be kept and ~~to give~~ giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.04); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.07(b)~~); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13~~); (D) the ~~preparation~~ fixing or causing to be fixed of ~~Definitive Notes in accordance with~~ any specified record date and the ~~instructions~~ notification of the ~~Clearing Agency~~ Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~2.13~~2.07(c)); (E) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.09); (F) ~~the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause~~ causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (G) the direction to Paying Agents, if any, to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (H) the ~~direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the~~ obtaining and preservation of the ~~Issuer’s existence and~~ Issuing Entity's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section ~~3.4~~3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the obtaining of annual ~~delivery of~~ Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the ~~annual delivery~~ obtaining of the annual Officer’s 's Certificate and certain other ~~statements~~ statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections ~~3.6~~ 3.06 and ~~3.9~~3.09); (MK) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the ~~Issuer~~ Issuing Entity has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (NL) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of ~~an Event of Servicing Termination under~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such ~~Event of Servicing Termination~~ Servicer Default arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.7(d~~3.07(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QM) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the ~~Issuer~~ Issuing Entity from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RN) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default ~~under the Indenture,~~ and each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Depositor under the Sale and Servicing Agreement ~~and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ (Section ~~3.18~~3.19); (SO) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating ~~thereto~~ to satisfaction and discharge of the Indenture (Section ~~4.1~~4.01); (UP) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in ~~any~~ a commercially reasonable manner ~~permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section ~~5.4~~5.04); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (WQ) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section ~~6.8~~6.08); (XR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~S) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.1~~7.01); (AAT) the preparation ~~and, after execution by the Issuer,~~ and filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section ~~7.3~~7.03); (BBU) the opening of one or more ~~accounts in the Indenture Trustee’s name~~accounts, the preparation ~~and delivery~~ of Issuer Orders, Officer’s 's Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the ~~Collection Account and the Reserve Account~~ Trust Accounts (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CCV) the preparation ~~and delivery~~ of an Issuer Request and Officer’s 's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DDW) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EEX) the ~~execution and delivery~~ preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.06); (FFY) the ~~duty to notify~~ notification of Noteholders of redemption of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section ~~10.2~~10.02); (GGZ) the preparation ~~and delivery~~ of all Officer~~’s Certificates and the obtaining of an Opinion~~ 's Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the ~~Issuer~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HHAA) the preparation and delivery of Officer’s 's Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (IIBB) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section ~~11.4~~11.04); (JJCC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06)~~; and~~; (KKDD) the recording of the Indenture, if applicable (Section 11.15); and (EE) causing the Servicer to comply with Sections 4.09, 4.10, 4.11, 4.12, 4.13 and 5.06 of the Sale and Servicing Agreement. (ii) The Administrator ~~(but not the Indenture Trustee if it is then acting as successor Administrator) shall~~will: (A) pay the Indenture Trustee from time to time ~~such~~ reasonable compensation ~~and fees~~ for all services rendered by the Indenture Trustee under the Indenture ~~as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee~~ (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Caterpillar Financial Asset Trust 2006-A), Administration Agreement (Caterpillar Financial Funding Corp)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A1) the preparation of or obtaining of the Bonds and of any other Issuer documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the ~~Note~~ Register to be kept ~~and~~ and, during any period of time when the Trustee is not the Registrar, to give the ~~Indenture~~ Trustee notice of any appointment of a new ~~Note~~ Registrar and the location, or change in location, of the ~~Note~~ Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Bondholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.12); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Trustee), if any, to deliver to the ~~Indenture~~ Trustee the instrument specified in the Indenture regarding ~~funds held in trust~~ its agreement with the Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Issuer becomes, or any successor Issuer under the Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes~~Bonds, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Indenture, filings with the NHPUC pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute and the applicable Uniform Commercial Code relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership interest and security interest in the RRB Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies ~~of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer~~ as to compliance with conditions and covenants under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default under the Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and Independent Certificate relating to (i) the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Trustee is not the ~~Indenture Trustee with respect~~ Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of ~~Noteholders during any period when~~ Bondholders as required of the Issuer under Section 7.01 of the Indenture ~~Trustee is not the Note Registrar~~ (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the ~~Issuer~~Issuer or the Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Trustee if and when the Bonds are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.05 and ~~8.5~~8.06); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Trustee or the Issuer, the preparation of new ~~Notes~~ Bonds conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Issuer or, if requested by the Trustee, to be given by the Trustee of any redemption of the Bonds as required under Section 10.01 or 10.04 of the Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the ~~Indenture~~ Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK27) the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.15); and (28) the obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Indenture or other Related Agreement. (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting as successor Administrator) shall:~~the duty of the Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (A1) ~~pay~~ to the ~~Indenture Trustee from time~~ extent not already delivered, the delivery to ~~time such compensation~~ the Representatives (as defined in the Underwriting Agreement) and ~~fees~~ counsel for ~~all services rendered by~~ the ~~Indenture Trustee~~ Underwriters under the ~~Indenture~~ Underwriting Agreement (the "Underwriters"), of copies of the Registration Statement (as ~~have been agreed to~~ defined in ~~a separate fee schedule between~~ the ~~Administrator and the Indenture Trustee~~ Underwriting Agreement) (~~which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust~~Section 5(a)(iv)); (B2) ~~except~~ so long as ~~otherwise expressly provided~~ delivery of a prospectus by an Underwriter or dealer may be required by the Act, the delivery to the Representatives and counsel for the Underwriters of as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request (Section 5(a)(iv)); (3) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Issuer, the filing with the SEC of reports on Form SR as required by Rule 463 under the Act, and the delivery of such reports on Form SR, as filed with the SEC, to the Representatives (Section 5(a)(iv)); (4) the preparation and, after execution by the Issuer, the filing of all documents and instruments necessary to qualify the Bonds for sale under the laws of such jurisdictions as the Representatives may designate, and the maintenance of such qualifications in effect so long as required for the distribution of the Bonds, subject to the qualifications, limitations and exceptions set forth in the ~~Indenture, reimburse~~ Underwriting Agreement (Section 5(a)(v)); (5) the ~~Indenture Trustee upon its request~~ arrangement for ~~all reasonable expenses, disbursements and advances incurred or made~~ the determination of the legality of the Bonds for purchase by institutional investors (Section 5(a)(v)); (6) to the extent not already performed by the ~~Indenture~~ Servicer, the delivery to the Representatives of the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Issuer or the Trustee ~~in accordance with any provision of~~ pursuant to the Servicing Agreement or the Indenture (~~including the reasonable compensation, expenses and disbursements of its agents and counsel~~Section 5(a)(vii)~~, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith~~); (C7) ~~indemnify~~ so long as any of the ~~Indenture Trustee and its agents for~~Bonds are outstanding, and ~~hold them harmless against~~to the extent not already performed by the Servicer, the delivery to the Representatives of (i) a copy of any filings with the NHPUC pursuant to the Finance Order including, but not limited to, any ~~loss~~Issuance Advice Letters and (ii) from time to time, ~~liability or expense incurred without negligence or bad faith on their part arising out of or in connection with~~ any information concerning the ~~acceptance or administration of~~ Issuer to the ~~transactions contemplated by~~ extent readily available, that the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureRepresentatives may reasonably request (Section 5(a)(viii)); and (D8) to the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(l) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the ~~transactions contemplated~~ Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the ~~Trust~~ Issuer on or after the Closing Date (as defined in the Underwriting Agreement), ~~including~~ the ~~reasonable costs~~ delivery of such documents and ~~expenses~~ the taking 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~~such actions (Section 5(a)(ix)).

Appears in 2 contracts

Samples: Administration Agreement (PSNH Funding LLC 2), Administration Agreement (PSNH Funding LLC 2)

Duties with Respect to the Related Agreements. ~~(i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with ~~the~~ Owner Trustee regarding the duties of ~~the~~ Issuer ~~or the~~ and Owner Trustee under the Related Agreements. ~~The~~ Administrator shall monitor the performance of ~~the~~ Issuer and shall advise ~~the~~ Owner Trustee when action is necessary to comply with ~~the~~ Issuer’s or ~~the~~ Owner Trustee’s duties under the Related Agreements. ~~The~~ Administrator shall prepare for execution by ~~the~~ Issuer or ~~the~~ Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that~~ as it shall be the duty of ~~the~~ Issuer or ~~the~~ Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, ~~the~~ Administrator shall take all appropriate action that it is the duty of Issuer or ~~the~~ Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture~~Related Agreements (other than the duties of the Owner Trustee pursuant to the Trust Agreement), ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the ~~Indenture~~Indenture unless otherwise indicated): (Ai) the preparation of or obtaining of the documents and instruments required for cancellation or execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to Indenture Trustee (if applicable) (Section 2.03, 2.05, 2.06, 2.11(c) or 2.14); (ii) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give ~~the~~ Indenture Trustee prompt notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (Biii) the ~~notification~~ furnishing of Indenture Trustee, Servicer, any Noteholder or the Paying Agent with the names and addresses of Noteholders after receipt of a written request therefor from Indenture Trustee, Servicer, any Noteholder or the ~~final principal payment on their Notes~~ Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.8(e)~~Sections 2.09(a) and 7.01); (Civ) the ~~preparation~~ giving of ~~or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same~~ directions (including Issuer Orders) relating to ~~the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E)~~ the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~8.07); (Fv) the ~~maintenance of~~ duty to cause Issuer to maintain an office or agency within New York (and as otherwise set forth in an Indenture Supplement) and to give Indenture Trustee and the ~~Borough~~ Noteholders notice of ~~Manhattan~~the location, ~~The City~~ or change in location, of ~~New York, where Notes may be surrendered for registration of transfer~~ such office or ~~exchange~~ agency (Section ~~3.2~~3.02); (Gvi) the duty to direct Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Permitted Investments (Section 3.03); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to ~~the~~ Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (Hviii) the direction to ~~the~~ Paying Agents to pay to Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section ~~3.3~~3.03); (Iix) the duty to cause Issuer to keep in full force its existence, rights and franchises as a Delaware statutory trust and the obtaining and preservation of ~~the~~ Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section ~~3.4~~3.04); (Jx) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section ~~3.5~~3.05); (Kxi) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on ~~the~~ each Closing Date and the annual delivery of ~~Opinions~~ an Opinion of Counsel as to the ~~Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture~~ Collateral (~~Sections 3.6 and 3.9~~Section 3.06); (Mxii) the identification to ~~the~~ Indenture Trustee in an Officer’s Certificate of a any Person (other than Administrator) with whom ~~the~~ Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (Nxiii) the preparation of and causing the delivery of ~~written~~ notice by Issuer to ~~the Indenture Trustee, the Backup Servicer and~~ the Rating Agencies of ~~an Event~~ the occurrence of ~~Servicing Termination under~~ any Servicer Default of which Issuer has knowledge and the ~~Sale and Servicing Agreement and~~action, if any, being taken in connection with such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure default (Section ~~3.7(d~~3.07(d)); (Oxiv) the delivery to Indenture Trustee and the Rating Agencies, within 120 days after the end of each fiscal year of Issuer, of an Officer’s Certificate with respect to various matters relating to compliance with the Indenture (Section 3.09); (xv) the preparation and obtaining of documents, certificates, opinions and instruments required in connection with the consolidation or merger by Issuer with or into any other Person or the sale of Issuer’s assets substantially as an entirety to any Person (Section 3.10); (xvi) the delivery of ~~written~~ notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of ~~the Backup Servicer becoming the~~ (A) each Event of Default or Pay Out Event, (B) each default by Servicer or ~~any appointment of a Successor Servicer~~ Transferor under the ~~Sale~~ Transfer and Servicing Agreement and (~~Section 3.7(f)~~C) each default by the RPA Seller under the Receivables Purchase Agreement, together with any required status report and action plan (Sections 3.17 and 5.02); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txvii) the monitoring of ~~the~~ Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (Uxviii) causing the delivery to the Rating Agencies of a copy of a notice relating to the rescission and annulment of a declaration of acceleration of a Series of Notes made by Holders of the Notes, which notice was provided by Holders of the Notes to Issuer (Section 5.03); (xix) the compliance with any ~~written~~ directive of ~~the~~ Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.05); (Vxx) the duty to ~~take various lawful actions upon~~ assemble and provide to the ~~request~~ Asset Representations Reviewer any documents or information in the possession of Issuer that is reasonably requested by the ~~Indenture Trustee~~ Asset Representations Reviewer in connection with ~~compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations~~ an Asset Representations Review pursuant to the ~~Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase~~ Asset Representations Review Agreement (Section ~~5.16~~4.19(f) of applicable Indenture Supplements); (Wxxi) the duty to prepare any removal notices relating to the Asset Representations Reviewer, if necessary, and prepare any documents necessary to evidence the appointment of a successor Asset Representations Reviewer, if necessary, under the Asset Representations Review Agreement and give prompt notice of the appointment of a new Asset Representations Reviewer to the persons and in the manner specified in the Asset Representations Review Agreement (Sections 5.02 and 5.03 of the Asset Representations Review Agreement); (xxii) the preparation and delivery of ~~written notice~~ an Officer’s Certificate to be delivered to Indenture Trustee and the delivery of such Officer’s Certificate to the Noteholders of (Section 6.03(b)); (xxiii) the removal of Indenture Trustee, if necessary and in compliance with the ~~Indenture Trustee~~ Indenture, and the appointment of a ~~successor Indenture Trustee~~ successor, and notifying the Rating Agencies of same (Section ~~6.8~~6.08); (Xxxiv) causing the ~~preparation~~ delivery to the Rating Agencies of ~~any written instruments required~~ a copy of a notice relating to ~~confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee~~ a proposed merger by Indenture Trustee, which notice was provided by Indenture Trustee to Issuer (Section ~~6.10~~6.09); (Yxxv) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of ~~Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary~~ various reports to be filed with ~~respect to the investment and reinvestment of funds in the Collection Account~~ Indenture Trustee and the ~~Reserve Account~~ Commission, as applicable (~~Sections 8.2 and 8.3~~Section 7.03); (CCxxvi) notifying Indenture Trustee if and when the Notes are listed (or delisted) on any stock exchange (Section 7.04); (xxvii) notifying Indenture Trustee of any request received by Issuer from a Noteholder or Note Owner seeking to communicate with other Noteholders or Note Owners (Section 7.05); (xxviii) the preparation and delivery of an Issuer ~~Request~~ Order and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.07 and ~~8.5~~8.08); (DDxxix) the preparation and delivery of Issuer ~~Orders~~ Orders, agreements, certificates, instruments, consents and other documents and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.07(f), ~~9.2~~ 10.01, 10.02 and ~~9.3~~10.03); (EExxx) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.06); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~xxxi) the preparation and delivery of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by ~~the~~ Issuer to ~~the~~ Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~12.01(a)); (HHxxxii) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxxiii) the preparation and delivery to ~~the~~ Noteholders and Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~12.06); and (KKxxxiv) compliance with the ~~recording~~ provisions of the ~~Indenture~~Transfer and Servicing Agreement, ~~if applicable (Section 11.15). (ii) The Administrator (but not~~ each Indenture Supplement, the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator Trust Agreement and the ~~Indenture Trustee (which compensation shall not be limited by any provision of law in regard~~ Asset Representations Review Agreement applicable to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 2 contracts

Samples: Administration Agreement (First National Funding LLC), Administration Agreement (First National Funding LLC)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s 's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.04); (B) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.07(b)); (C) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the ~~Notes~~ Notes, if any, and delivery of the same to the Indenture Trustee (Section ~~2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13~~2.02); (E) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.09); (F~~) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (G) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (H~~) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I~~) the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate; (I) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section ~~3.4~~3.05); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the ~~Officer’s~~ Officers' Certificate and certain other ~~statements~~ statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections ~~3.6~~ 3.06 and ~~3.9~~3.09); (MK) the identification to the Indenture Trustee in an ~~Officer’s~~ Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (NL) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of ~~an Event of Servicing Termination under~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such ~~Event of Servicing Termination~~ Servicer Default arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.7(d~~3.07(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QM) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RN) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of Default ~~under the Indenture,~~ and each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Seller under the Sale and Servicing Agreement ~~and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ (Section ~~3.18~~3.19); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (TO) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers' Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (UP) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in ~~any~~ a commercially reasonable manner ~~permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section ~~5.4~~5.04); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (WQ) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section ~~6.8~~6.08); (XR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~S) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.1~~7.01); (AAT) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section ~~7.3~~7.03); (BBU) the opening of one or more accounts in the ~~Indenture Trustee’s~~ Trust's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s~~ Officers' Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the ~~Collection Account and the Reserve Account~~ Trust Accounts (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CCV) the preparation ~~and delivery~~ of an Issuer Request and ~~Officer’s~~ Officers' Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DDW) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EEX) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.06); (FFY) the ~~duty to notify~~ notification of Noteholders of redemption of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section ~~10.2~~10.02); (GGZ) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers' Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HHAA) the preparation and delivery of ~~Officer’s~~ Officers' Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (IIBB) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section ~~11.4~~11.04); (JJCC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06)~~; and~~; (KKDD) the recording of the Indenture, if applicable (Section 11.15); and (EE) causing the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.06 of the Sale and Servicing Agreement. (ii) The Administrator ~~(but not the Indenture Trustee if it is then acting as successor Administrator) shall~~will: (A) pay the Indenture Trustee from time to time ~~such~~ reasonable compensation ~~and fees~~ for all services rendered by the Indenture Trustee under the Indenture ~~as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee~~ (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Caterpillar Financial Funding Corp), Administration Agreement (Caterpillar Financial Funding Corp)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to cause the Issuing Entity to perform all ~~its~~ the duties ~~as Administrator~~ of the Issuing Entity and the Owner Trustee under the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the ~~Issuer or~~ Issuing Entity and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the ~~Issuer~~ Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the ~~Issuer’s~~ Issuing Entity's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the ~~Issuer~~ Issuing Entity or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all ~~such~~ documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the ~~Issuer~~ Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to any Related Agreement. The Administrator, subject to Section 1(c), shall cause the ~~Related Agreements. In furtherance of the foregoing, the Administrator shall~~ Issuing Entity to take all appropriate action that it is the ~~Issuer~~ duty of the Issuing Entity or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, ~~such of the foregoing as are required with respect to~~ the following ~~matters~~ duties or actions under the Indenture (references are to sections of the Indenture): (A) the ~~duty~~ preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to ~~cause~~ the Indenture Trustee (Section 2.02); (B) causing the Note Register to be kept and ~~to give~~ giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.04); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.07(b)~~); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13~~); (D) the ~~preparation~~ fixing or causing to be fixed of ~~Definitive Notes in accordance with~~ any specified record date and the ~~instructions~~ notification of the ~~Clearing Agency~~ Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~2.13~~2.07(c)); (E) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.09); (F) ~~the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause~~ causing newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (G) the direction to Paying Agents, if any, to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (H) the ~~direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the~~ obtaining and preservation of the ~~Issuer’s existence and~~ Issuing Entity's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section ~~3.4~~3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the obtaining of annual ~~delivery of~~ Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the ~~annual delivery~~ obtaining of the annual Officer’s 's Certificate and certain other ~~statements~~ statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections ~~3.6~~ 3.06 and ~~3.9~~3.09); (MK) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the ~~Issuer~~ Issuing Entity has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (NL) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of ~~an Event of Servicing Termination under~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such ~~Event of Servicing Termination~~ Servicer Default arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.7(d~~3.07(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QM) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the ~~Issuer~~ Issuing Entity from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RN) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default ~~under the Indenture,~~ and each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Depositor under the Sale and Servicing Agreement ~~and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ (Section ~~3.18~~3.19); (SO) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating ~~thereto~~ to satisfaction and discharge of the Indenture (Section ~~4.1~~4.01); (UP) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in ~~any~~ a commercially reasonable manner ~~permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section ~~5.4~~5.04); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (WQ) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section ~~6.8~~6.08); (XR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (YS) (i) in the event of any early termination of any Interest Rate Swap Agreement, the preparation of written direction and notification of such early termination to the appropriate parties and (ii) the ~~maintenance~~ notification of the ~~effectiveness~~ Swap Counterparty of ~~the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act~~ any proposed amendment or supplement to any Basic Document (Section ~~3.21~~6.14); (ZT) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.1~~7.01); (AAU) the preparation ~~and, after execution by the Issuer,~~ and filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section ~~7.3~~7.03); (BBV) the opening of one or more ~~accounts in the Indenture Trustee’s name~~accounts, the preparation ~~and delivery~~ of Issuer Orders, Officer’s 's Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the ~~Collection Account and the Reserve Account~~ Trust Accounts (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CCW) the preparation ~~and delivery~~ of an Issuer Request and Officer’s 's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DDX) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders and the ~~Rating Agencies, as applicable,~~ Swap Counterparty of notices with respect to such supplemental indentures (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EEY) the ~~execution and delivery~~ preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.06); (FFZ) the ~~duty to notify~~ notification of Noteholders of redemption of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section ~~10.2~~10.02); (GGAA) the preparation ~~and delivery~~ of all Officer~~’s Certificates and the obtaining of an Opinion~~ 's Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the ~~Issuer~~ Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HHBB) the preparation and delivery of Officer’s 's Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (IICC) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section ~~11.4~~11.04); (JJDD) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06)~~; and~~; (KKEE) the recording of the Indenture, if applicable (Section 11.15); and (FF) causing the Servicer to comply with Sections 4.09, 4.10, 4.11, 4.12,4.13 and 5.07 of the Sale and Servicing Agreement. (ii) The Administrator ~~(but not the Indenture Trustee if it is then acting as successor Administrator) shall~~will: (A) pay the Indenture Trustee from time to time ~~such~~ reasonable compensation ~~and fees~~ for all services rendered by the Indenture Trustee under the Indenture ~~as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee~~ (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Caterpillar Financial Funding Corp), Administration Agreement (Caterpillar Financial Funding Corp)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s ~~or the Owner Trustee’s~~ duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A1) the preparation of or obtaining of the Rate Reduction Bonds and of any other Issuer documents and instruments required for authentication of the Rate Reduction Bonds, if any, and delivery of the same to the Indenture Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the ~~Note~~ Rate Reduction Bond Register to be kept ~~and~~ and, during any period of time when the Indenture Trustee is not the Rate Reduction Bond Registrar, to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Rate Reduction Bond Registrar and the location, or change in location, of the ~~Note~~ Rate Reduction Bond Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Holder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of ~~collateral~~ RRB Collateral (Section ~~2.10~~8.04); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Indenture Trustee), if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding ~~funds held in trust (Section 3.3); (H) the direction to the Indenture Trustee to deposit monies~~ its agreement with ~~Paying Agents, if any, other than~~ the Indenture Trustee (Section ~~3.3~~3.03); (I6) the direction to any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (7) the preparation and filing of all documents and instruments necessary to maintain the Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Issuer becomes, or any successor Issuer under the Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes~~Rate Reduction Bonds, the RRB Collateral and each other instrument or agreement included in the ~~Trust Estate~~ RRB Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Indenture, filings with the NHPUC pursuant to the Financing Act, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ RRB Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents RRB Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the Indenture Trustee in an Officer’s Certificate of a any Person (other than the Administrator and the Servicer) with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N12) [reserved]; (13) the annual preparation and delivery of ~~written notice~~ an Officer’s Certificate to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies ~~of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer~~ as to compliance with conditions and covenants under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after a Responsible Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default under the Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18~~Sections 3.07(d) and 3.21); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer~~or obtaining of an Officer’s ~~obligations as~~ Certificate, an Opinion of Counsel and Independent Certificate relating to (i) the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the ~~Note Registrar~~ Rate Reduction Bond Registrar, the furnishing to the Indenture Trustee of a list of the names and addresses of Holders as required of the Issuer under Section 7.01 of the Indenture (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the ~~Issuer~~Issuer or the Indenture Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the “SEC”) and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Indenture Trustee (Section ~~7.3~~7.03); (BB19) the notification of the Indenture Trustee if and when the Rate Reduction Bonds are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the Indenture Trustee’s name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Indenture Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ RRB Collateral (Sections ~~8.4~~ 8.04, 8.05 and ~~8.5~~8.06); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officer’s Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Indenture Trustee or the Issuer, the preparation of new ~~Notes~~ Rate Reduction Bonds conforming to any supplemental indenture (Section ~~9.6~~9.06); (FF24) ~~the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2)~~[reserved]; (GG25) the preparation ~~and delivery~~ of all Officer’s Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e)~~10.01); (HH26) the preparation or obtainment and delivery of Officer’s Certificates and ~~the obtaining of Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any property with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~10.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK27) the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section ~~11.15~~10.13); and (28) the obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Indenture or other Related Agreement. (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting~~ the duty of the Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (1) to the extent not already delivered, the delivery, upon request, to the Representatives (used in this section as ~~successor Administrator~~defined in the Underwriting Agreement) ~~shall:~~and counsel for the Underwriters under the Underwriting Agreement (the “Underwriters”), of copies of the Registration Statement (used in this section as defined in the Underwriting Agreement), (Section 8(a)(i)); (2) the delivery to the Underwriters, as soon as practicable after the date of the Underwriting Agreement, of as many copies of the Pricing Prospectus (used in this section as defined in the Underwriting Agreement) and Final Prospectus (used in this section as defined in the Underwriting Agreement) as the Underwriters may reasonably request (Section 8(a)(ii)); (3) the filing of the Final Prospectus with the SEC pursuant to Rule 424 of the Securities Act within the time period specified therein, the notification to the Underwriters of any stop order issued by the SEC suspending the effectiveness of the Registration Statement or the institution of any proceedings therefor of which the Issuer shall have received notice, and the use of every reasonable effort to prevent the issuance of any such stop order or, if issued, the obtainment as soon as possible of the withdrawal thereof by the SEC (Section 8(a)(iii)); (4) (A) ~~pay~~ preparing and furnishing to the ~~Indenture Trustee~~ Underwriters a reasonable number of copies of an amendment or amendments to the Pricing Package or the Final Prospectus or (B) making an appropriate filing pursuant to Section 13 or Section 15 of the Exchange Act to amend the Pricing Package or the Final Prospectus so that, as amended, neither the Pricing Package nor the Final Prospectus will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), not misleading (Section 8(a)(iv)); (5) the furnishing of such proper information as may be lawfully required and any other necessary cooperation in qualifying the Rate Reduction Bonds for offer and sale under the blue-sky laws of the states of the United States as the Representatives may designate; (Section 8(a)(v)); (6) the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the delivery of such documents and the taking of such actions as reasonably requested by any Rating Agency to obtain the credit ratings set forth in Section 9(v) of the Underwriting Agreement (Section 8(a)(viii); (7) the filing with the SEC, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, the publication on the website associated with the Issuer’s parent, of such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act and the inclusion, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, in any periodic or other reports to be filed with the SEC or posted on the website of the Issuer’s parent, such ~~compensation and fees for all services rendered~~ information as required by Section 3.07(g) of the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard with respect to the ~~compensation of a trustee of an express trust~~Rate Reduction Bonds (Section 8(a)(ix)); (8) the furnishing to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the SEC under the Exchange Act or mailed to the bondholders, (B) ~~except as otherwise expressly provided in~~ upon request, a copy of any filings with the ~~Indenture~~NHPUC pursuant to the Finance Order including, ~~reimburse the Indenture Trustee upon its request for all reasonable expenses~~but not limited to, ~~disbursements~~ any annual, semi-annual or more frequent true-up adjustment filings, and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) ~~indemnify the Indenture Trustee and its agents for, and hold them harmless against~~from time to time, any ~~loss, liability~~ information (other than confidential or ~~expense incurred without negligence or bad faith on their part arising out of or~~ proprietary information) concerning the Issuer as the Representatives (as defined in ~~connection with~~ the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureUnder may reasonably request (Section 8(a)(xi)); and (D9) ~~indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection~~ compliance with the ~~acceptance or administration~~ 17g-5 Representations (used in this section as defined in the Underwriting Agreement) other than (x) any noncompliance of the ~~transactions contemplated~~ 17g-5 Representations that would not reasonably be expected to have a material adverse effect on the rating of the Rate Reduction Bonds or the Rate Reduction Bonds, or (y) any noncompliance arising from the breach by an Underwriter of the ~~Trust Agreement, including~~ representations and warranties and covenants set forth in Section 13 of 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~~Underwriting Agreement (Section 8(a)(xii).

Appears in 2 contracts

Samples: Administration Agreement (PSNH Funding LLC 3), Administration Agreement (PSNH Funding LLC 3)

Duties with Respect to the Related Agreements. ~~(i)~~ The ~~Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take or shall cause to be taken all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (Ai) the duty to cause the Note Register to be ~~kept~~ kept; to appoint a successor Note Registrar, if necessary; and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (Bii) the ~~notification of Noteholders of the final principal payment on their Notes~~ duty to appoint a successor Paying Agent if any Paying Agent shall resign and to appoint additional or other Paying Agents (Section ~~2.8(e)~~2.08); (Ciii) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to the Indenture Trustee (~~Section 2.2~~if applicable) (Sections 2.03, ~~2.3~~2.05, ~~2.6 and~~ 2.06, 2.10(b), 2.13); (Div) the ~~preparation~~ duty to give prompt written notice to the Indenture Trustee, the Transferor and the Noteholders of ~~Definitive Notes~~ any change in ~~accordance with~~ the ~~instructions~~ location of the ~~Clearing Agency~~ Issuer’s office or agency (Section ~~2.13~~3.02); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (Gv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (Hvi) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (vii) the duty to direct the Indenture Trustee to deposit ~~monies~~ with any Paying ~~Agents, if any, other than~~ Agent the sums specified in the Indenture ~~Trustee~~ and the preparation of an Issuer Order directing the investment of such funds in Eligible Investments (Section ~~3.3~~3.03); (Iviii) the duty to cause the Issuer to keep in full force its existence, rights and franchise as a Delaware statutory trust and the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the ~~Collateral~~ Trust Estate and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section ~~3.4);~~3.04): (Jix) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and ~~the taking of such other action as is necessary or advisable to protect~~ enforce the Trust Estate (Section ~~3.5~~3.05); (Kx) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust ~~Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture~~ Estate (~~Sections 3.6 and 3.9~~Section 3.06); (Mxi) the identification to the Indenture Trustee in an Officer’s Certificate of the Issuer of a Person (other than the Administrator) with whom the Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (~~Section 3.7(b~~subsection 3.07(b)); (Nxii) the ~~preparation and~~ delivery ~~of written notice~~ to the Indenture Trustee, within 120 days after the ~~Backup Servicer and~~ end of each fiscal year of the ~~Rating Agencies~~ Issuer, of an ~~Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure~~ Officer’s Certificate of the ~~Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement~~ Issuer with respect to various matters relating to compliance with the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Indenture (Section ~~3.7(d)~~3.09); (Oxiii) the ~~preparation and~~ delivery of ~~written~~ notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the DepositorTransferor, the Indenture Trustee and ~~the~~ each Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies Agency of each Event of Default ~~under~~ with respect to any Series or Class of Notes, as applicable, rated by such Rating Agency (Section 3.17); (xiv) the ~~Indenture, each default by~~ preparation of such further instruments as may be reasonably necessary to effectively carry out the ~~Depositor,~~ purpose of the ~~Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ Indenture (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate of the Issuer and the obtaining of the Opinion of Counsel ~~and the Independent Certificate (if required)~~ relating thereto (Section ~~4.1~~4.01); (Uxvi) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted in any manner permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.05); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (Xxvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (Yxviii) the ~~maintenance~~ duty to cause the Owner Trustee, upon written request, to furnish the Servicer with all information known to the Owner Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the ~~effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act~~ Issuer (Section ~~3.21~~6.13); (Zxix) the furnishing ~~or causing to be furnished~~ to the Indenture Trustee of the ~~names~~ names, addresses and ~~addresses~~ taxpayer identification numbers of Noteholders ~~during any period when~~ after receipt of a written request therefor from the Indenture Trustee ~~is not~~ or as otherwise specified in the ~~Note Registrar~~ Indenture (Section ~~7.1~~7.01); (AAxx) in cooperation with the Servicer, the preparation ~~and,~~ and delivery of the settlement statement after ~~execution~~ receipt by the ~~Issuer, filing with~~ Issuer of each monthly certificateholders’ statement under the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders Series 2004-1 Supplement (~~Section 7.3~~subsection 7.03(a)); (BBxxi) the furnishing of the information necessary to be provided by the Issuer under Section 5.01 of the Pooling and Servicing Agreement as supplemented by the Series 2004-1 Supplement to calculate the Allocation Amount (subsection 7.03(b)); (xxii) the opening of ~~one or more accounts~~ the Collection Account in the ~~Indenture Trustee~~Issuer’s name, the preparation ~~and delivery~~ of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection Account ~~and the Reserve Account~~ (~~Sections 8.2 and 8.3~~Section 8.02); (CCxxiii) the preparation ~~and delivery~~ of an Issuer ~~Request~~ Order and Officer’s Certificate of the Issuer and the obtaining of an Opinion of Counsel ~~and Independent Certificates, if necessary,~~ for the release of the Trust Estate (Sections ~~8.4~~ 8.05 and ~~8.5~~8.06); (DDxxiv) the preparation ~~and delivery~~ of Issuer ~~Orders~~ Orders, agreements, certificates, instruments, consents and other documents and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EExxv) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.05); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~xxvi) the preparation of all Officers’ Certificates of the Issuer and ~~delivery of Officer’s Certificates and the obtaining of an Opinion~~ Opinions of Counsel ~~and Independent Certificates, if necessary,~~ with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (~~Section 11.1(a), (c), (d) and (e~~subsection 11.01(a)); (HHxxvii) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates ~~and~~ of the ~~obtaining~~ Issuer in connection with the deposit of ~~Opinions~~ any of ~~Counsel and Independent Certificates, if necessary,~~ the Trust Estate or other property or securities with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (~~Section 11.1(b~~subsection 11.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxviii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06); and (KKxxix) causing the ~~recording~~ Issuer to comply with the provisions of ~~the Indenture~~this Agreement, ~~if applicable (Section 11.15). (ii) The Administrator (but not~~ the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator Supplement and the ~~Indenture Trustee (which compensation shall not be limited by any provision of law in regard~~ Trust Agreement applicable to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Cabela's Credit Card Master Note Trust)

Duties with Respect to the Related Agreements. ~~(i)~~ Error! Bookmark not defined. The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Note Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Note Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Note Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Note Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (A1) the preparation of or obtaining of the Notes and or any other Note Issuer documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the Note Register to be kept ~~and~~ and, during any period of time when the Note Trustee is not the Note Registrar, to give the ~~Indenture~~ Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Noteholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Note Trustee), if any, to deliver to the ~~Indenture~~ Note Trustee the instrument specified in the Note Indenture regarding ~~funds held in trust~~ its agreement with the Note Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Note Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Note Indenture, filings with the DTE pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Note Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Note Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Note Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership interest and security interest in the Transition Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the ~~Depositor, the Indenture~~ Note Trustee, the ~~Backup Servicer~~ Certificate Trustee, the Agencies and the Rating Agencies ~~of any termination of the Servicer’s rights~~ as to compliance with conditions and ~~powers~~ covenants under the ~~Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the~~ Note Indenture ~~Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement~~ (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Note Issuer from its obligations under the Note Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture~~ Note Trustee, the ~~Backup Servicer~~Certificate Trustee, the ~~Depositor~~ Agencies and the Rating Agencies of each Event of Default under the Note Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and an Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Note Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Note Trustee is not the ~~Indenture Trustee with respect~~ Note Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Note Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of Noteholders ~~during any period when the Indenture Trustee is not~~ as required of the Note ~~Registrar~~ Issuer under Section 7.01 of the Note Indenture (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Note Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Note Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Note Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Note Trustee or the Note Issuer, the preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Note Issuer or, if requested by the Note Trustee, to be given by the Note Trustee of any redemption of the Notes as required under Section 10.01 or 10.04 of the Note Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Note Issuer to the ~~Indenture~~ Note Trustee to take any action under the Note Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Note Trustee that is to be made the basis for the release of property from the lien of the Note Indenture (Section ~~11.1(b~~11.01(b)); (II27) the ~~preparation and delivery of written notice to the Rating Agencies, upon the failure~~ recording of the ~~Indenture Trustee to give such notification~~Note Indenture, if applicable, and the obtaining of ~~the information required pursuant to the Indenture~~ an Opinion of Counsel in connection therewith (Section ~~11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6~~11.14); and (KK28) the ~~recording~~ obtaining of evidence that the ~~Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time~~ Rating Agency Condition shall have been satisfied whenever required to ~~time such compensation and fees for all services rendered by the Indenture Trustee~~ be obtained under the Note Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust other Related Agreement.

Appears in 1 contract

Samples: Administration Agreement (Wmeco Funding LLC)

Duties with Respect to the Related Agreements. ~~(i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with ~~the~~ Owner Trustee regarding the duties of ~~the~~ Issuer ~~or the~~ and Owner Trustee under the Related Agreements. ~~The~~ Administrator shall monitor the performance of ~~the~~ Issuer and shall advise ~~the~~ Owner Trustee when action is necessary to comply with ~~the~~ Issuer’s or ~~the~~ Owner Trustee’s duties under the Related Agreements. ~~The~~ Administrator shall prepare for execution by ~~the~~ Issuer or ~~the~~ Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that~~ as it shall be the duty of ~~the~~ Issuer or ~~the~~ Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, ~~the~~ Administrator shall take all appropriate action that it is the duty of Issuer or ~~the~~ Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture~~Related Agreements (other than the duties of the Owner Trustee pursuant to the Trust Agreement), ~~including, without limitation,~~ including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (Ai) the preparation of or obtaining of the documents and instruments required for cancellation or execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to Indenture Trustee (if applicable) (Section 2.03, 2.05, 2.06, 2.11(c) or 2.14); (ii) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give ~~the~~ Indenture Trustee prompt notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (Biii) the ~~notification~~ furnishing of Indenture Trustee, Servicer, any Noteholder or the Paying Agent with the names and addresses of Noteholders after receipt of a written request therefor from Indenture Trustee, Servicer, any Noteholder or the ~~final principal payment on their Notes~~ Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.8(e)~~Sections 2.09(a) and 7.01); (Civ) the ~~preparation~~ giving of ~~or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same~~ directions (including Issuer Orders) relating to ~~the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E)~~ the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~8.07); (Fv) the ~~maintenance of~~ duty to cause Issuer to maintain an office or agency within New York (and as otherwise set forth in an Indenture Supplement) and to give Indenture Trustee and the ~~Borough~~ Noteholders notice of ~~Manhattan~~the location, ~~The City~~ or change in location, of ~~New York, where Notes may be surrendered for registration of transfer~~ such office or ~~exchange~~ agency (Section ~~3.2~~3.02); (Gvi) the duty to direct Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Permitted Investments (Section 3.03); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to ~~the~~ Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (Hviii) the direction to ~~the~~ Paying Agents to pay to Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section ~~3.3~~3.03); (Iix) the duty to cause Issuer to keep in full force its existence, rights and franchises as a Delaware statutory trust and the obtaining and preservation of ~~the~~ Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section ~~3.4~~3.04); (Jx) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section ~~3.5~~3.05); (Kxi) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on ~~the~~ each Closing Date and the annual delivery of ~~Opinions~~ an Opinion of Counsel as to the ~~Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture~~ Collateral (~~Sections 3.6 and 3.9~~Section 3.06); (Mxii) the identification to ~~the~~ Indenture Trustee in an Officer’s Certificate of a any Person (other than Administrator) with whom ~~the~~ Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (Nxiii) the preparation of and causing the delivery of ~~written~~ notice by Issuer to ~~the Indenture Trustee, the Backup Servicer and~~ the Rating Agencies of ~~an Event~~ the occurrence of ~~Servicing Termination under~~ any Servicer Default of which Issuer has knowledge and the ~~Sale and Servicing Agreement and~~action, if any, being taken in connection with such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure default (Section ~~3.7(d~~3.07(d)); (Oxiv) the delivery to Indenture Trustee and the Rating Agencies, within 120 days after the end of each fiscal year of Issuer, of an Officer’s Certificate with respect to various matters relating to compliance with the Indenture (Section 3.09); (xv) the preparation and obtaining of documents, certificates, opinions and instruments required in connection with the consolidation or merger by Issuer with or into any other Person or the sale of Issuer’s assets substantially as an entirety to any Person (Section 3.10); (xvi) the delivery of ~~written~~ notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of ~~the Backup Servicer becoming the~~ (A) each Event of Default or Pay Out Event, (B) each default by Servicer or ~~any appointment of a Successor Servicer~~ Transferor under the ~~Sale~~ Transfer and Servicing Agreement and (~~Section 3.7(f)~~C) each default by the RPA Seller under the Receivables Purchase Agreement, together with any required status report and action plan (Sections 3.17 and 5.02); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txvii) the monitoring of ~~the~~ Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (Uxviii) causing the delivery to the Rating Agencies of a copy of a notice relating to the rescission and annulment of a declaration of acceleration of a Series of Notes made by Holders of the Notes, which notice was provided by Holders of the Notes to Issuer (Section 5.03); (xix) the compliance with any ~~written~~ directive of ~~the~~ Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.05); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (Wxx) the preparation and delivery of ~~written notice~~ an Officer’s Certificate to be delivered to Indenture Trustee and the delivery of such Officer’s Certificate to the Noteholders of (Section 6.03(b)); (xxi) the removal of Indenture Trustee, if necessary and in compliance with the ~~Indenture Trustee~~ Indenture, and the appointment of a ~~successor Indenture Trustee~~ successor, and notifying the Rating Agencies of same (Section ~~6.8~~6.08); (Xxxii) causing the ~~preparation~~ delivery to the Rating Agencies of ~~any written instruments required~~ a copy of a notice relating to ~~confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee~~ a proposed merger by Indenture Trustee, which notice was provided by Indenture Trustee to Issuer (Section ~~6.10~~6.09); (Yxxiii) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of ~~Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary~~ various reports to be filed with ~~respect to the investment and reinvestment of funds in the Collection Account~~ Indenture Trustee and the ~~Reserve Account~~ Commission, as applicable (~~Sections 8.2 and 8.3~~Section 7.03); (CCxxiv) notifying Indenture Trustee if and when the Notes are listed (or delisted) on any stock exchange (Section 7.04); (xxv) the preparation and delivery of an Issuer ~~Request~~ Order and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.07 and ~~8.5~~8.08); (DDxxvi) the preparation and delivery of Issuer ~~Orders~~ Orders, agreements, certificates, instruments, consents and other documents and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.07(f), ~~9.2~~ 10.01, 10.02 and ~~9.3~~10.03); (EExxvii) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.06); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~xxviii) the preparation and delivery of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by ~~the~~ Issuer to ~~the~~ Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~12.01(a)); (HHxxix) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxx) the preparation and delivery to ~~the~~ Noteholders and Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~12.06); and (KKxxxi) compliance with the ~~recording~~ provisions of the ~~Indenture~~Transfer and Servicing Agreement, ~~if applicable (Section 11.15). (ii) The Administrator (but not the~~ each Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator Supplement and the ~~Indenture Trustee (which compensation shall not be limited by any provision of law in regard~~ Trust Agreement applicable to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 1 contract

Samples: Administration Agreement (First National Master Note Trust)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Issuer Letter of Representations. The Administrator agrees to perform all its duties as Administrator under the ~~Note Depository Agreement~~Indenture. The Administrator agrees to perform the duty of the Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be, [the duty of the Issuer under Section 5.6 of the Sale and Servicing Agreement to move the Yield Supplement Account to a Qualified Institution or Qualified Trust Institution, as the case may be,] and the duty of the Issuer under Section 5.7(b) of the Sale and Servicing Agreement to move the Reserve Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section ~~2.5~~2.4); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.7(b)); (~~C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (~~D~~) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office or agency in the ~~Borough of Manhattan, The~~ City of New ~~York, where Notes may be surrendered~~ York for registration of transfer or exchange of Notes (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (I) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section 3.4); (J) the preparation and filing of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.5 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the ~~Officer’s~~ Officers’ Certificate and certain other ~~statements~~ statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (ML) the identification to the Indenture Trustee in an ~~Officer’s~~ Officers’ Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (NM) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of an Event of Servicing Termination ~~under~~ pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QN) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RO) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of ~~Default under the Indenture~~Default, Event of Servicing Termination and each default by the ~~Depositor, the Servicer or the Backup Servicer~~ Depositor under the Sale and Servicing ~~Agreement and each default by the Seller or the Depositor under the Receivables Purchase~~ Agreement (Section 3.18); (SP) ~~upon~~ the ~~request~~ taking of ~~the Indenture Trustee, the duty to execute and deliver such further instruments and do~~ such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor and the Servicer of their obligations under the Sale and Servicing Agreement (~~Section 3.20~~Sections 3.19 and 5.16); (TQ) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (UR) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in any manner permitted by law if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section 5.4); (VS) ~~the duty to take various lawful actions upon the request of~~ provide the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection~~ with the ~~Sale~~ information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and ~~Servicing Agreement~~ state and local income or ~~by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ franchise tax returns (Section ~~5.16~~6.6); (WT) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (XU) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (~~Section~~ Sections 6.8 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~V) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AAW) the preparation and, after execution by the Issuer, the filing with the ~~Commission,~~ Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBX) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Officers’ Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (DDY) the preparation ~~and delivery~~ of Issuer Orders and Issuer Requests and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1, 9.2~~ 9.1 and ~~9.3~~9.2); (EEZ) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.5); (FFAA) provide the ~~duty~~ Indenture Trustee with the form of notice necessary to ~~notify~~ deliver the notification of Noteholders of ~~redemption~~ the prepayment of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section 10.2); (GGBB) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)~~, (c), (d) and (e)~~); (HHCC) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJDD) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KKEE) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (JPMorgan Chase Bank, National Association)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Note Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Note Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Note Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Note Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (A1) the preparation of or obtaining of the Notes and or any other Note Issuer documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the Note Register to be kept ~~and~~ and, during any period of time when the Note Trustee is not the Note Registrar, to give the ~~Indenture~~ Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Noteholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Note Trustee), if any, to deliver to the ~~Indenture~~ Note Trustee the instrument specified in the Note Indenture regarding ~~funds held in trust~~ its agreement with the Note Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Note Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Note Indenture, filings with the DPUC pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Note Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Note Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Note Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership or security interest in the Transition Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the ~~Depositor, the Indenture~~ Note Trustee, the ~~Backup Servicer~~ Certificate Trustee, the Finance Authority and the Rating Agencies ~~of any termination of the Servicer’s rights~~ as to compliance with conditions and ~~powers~~ covenants under the ~~Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the~~ Note Indenture ~~Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement~~ (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Note Issuer from its obligations under the Note Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture~~ Note Trustee, the ~~Backup Servicer~~Certificate Trustee, the ~~Depositor~~ Finance Authority and the Rating Agencies of each Event of Default under the Note Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and an Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Note Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Note Trustee is not the ~~Indenture Trustee with respect~~ Note Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Note Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of Noteholders ~~during any period when the Indenture Trustee is not~~ as required of the Note ~~Registrar~~ Issuer under Section 7.01 of the Note Indenture (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Note Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Note Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Note Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Note Trustee or the Note Issuer, the preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Note Issuer or, if requested by the Note Trustee, to be given by the Note Trustee of any redemption of the Notes as required under Section 10.01 or 10.04 of the Note Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Note Issuer to the ~~Indenture~~ Note Trustee to take any action under the Note Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Note Trustee that is to be made the basis for the release of property from the lien of the Note Indenture (Section ~~11.1(b~~11.01(b)); (II27) the ~~preparation and delivery of written notice to the Rating Agencies, upon the failure~~ recording of the ~~Indenture Trustee to give such notification~~Note Indenture, if applicable, and the obtaining of ~~the information required pursuant to the Indenture~~ an Opinion of Counsel in connection therewith (Section ~~11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6~~11.14); and (KK28) the ~~recording~~ obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Note Indenture or other Related Agreement. (b) The Administrator shall also take all appropriate action that it is the duty of the ~~Indenture~~Note Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (1) to the extent not already delivered, the delivery to the Representatives (as defined in the Underwriting Agreement) and counsel for the Underwriters under the Underwriting Agreement (the "Underwriters"), of copies of the Registration Statement (as defined in the Underwriting Agreement) (Section 5(a)(iv)); (2) so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, the delivery to the Representatives and counsel for the Underwriters of as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request (Section 5(a)(iv)); (3) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the filing with the SEC of reports on Form SR as required by Rule 463 under the Act, and the delivery of such reports on Form SR, as filed with the SEC, to the Representatives (Section 5(a)(iv)); (4) the preparation and, after execution by the Note Issuer, the filing of all documents and instruments necessary to qualify the Certificates for sale under the laws of such jurisdictions as the Representatives may designate, and the maintenance of such qualifications in effect so long as required for the distribution of the Certificates, subject to the qualifications, limitations and exceptions set forth in the Underwriting Agreement (Section 5(a)(v)); (5) the arrangement for the determination of the legality of the Certificates for purchase by institutional investors (Section 5(a)(v)); (6) to the extent not already performed by the Servicer, the delivery to the Representatives of the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture (Section 5(a)(vii)); (7) so long as any of the Certificates are outstanding, and to the extent not already performed by the Servicer, the delivery to the Representatives of (i) a copy of any filings with the DPUC pursuant to the Financing Order including, but not limited to, any Issuance Advice Letters and (ii) from time to time, any information concerning the Note Issuer to the extent readily available, that the Representatives may reasonably request (Section 5(a)(viii)); and (8) to the extent, if ~~applicable~~ any, that any rating necessary to satisfy the condition set forth in Section 6(r) of the Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Note Issuer on or after the Closing Date (as defined in the Underwriting Agreement), the delivery of such documents and the taking of such actions (Section ~~11.15~~5(a)(ix)). (iic) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting as successor Administrator) shall: (A) pay~~ the ~~Indenture Trustee from time~~ duty of the Note Issuer to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard take pursuant to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Inter-Creditor Agreement.

Appears in 1 contract

Samples: Administration Agreement (Cl&p Funding LLC)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Depository Agreement. The Administrator agrees to perform all its duties as Administrator under the ~~Note Depository Agreement~~Indenture. The Administrator agrees to perform the duty of the Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be and the duty of the Issuer under Section 5.7(b) of the Sale and Servicing Agreement to move the Reserve Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the ~~Related Agreements~~Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Related Agreements~~Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section ~~2.5~~2.4); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.7(b)); (~~C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (~~D~~) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office or agency in the ~~Borough of Manhattan, The~~ City of New ~~York, where Notes may be surrendered~~ York for registration of transfer or exchange of Notes (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (I) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section 3.4); (J) the preparation and filing of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.5 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the ~~Officer’s~~ Officers’ Certificate and certain other ~~statements~~ statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (ML) the identification to the Indenture Trustee in an ~~Officer’s~~ Officers’ Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (NM) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of an Event of Servicing Termination ~~under~~ pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QN) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RO) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of ~~Default under the Indenture~~Default, ~~each default by the Depositor, the Servicer or the Backup Servicer under the Sale and~~ Event of Servicing ~~Agreement~~ Termination and each default by the Seller ~~or the Depositor~~ under the ~~Receivables Purchase~~ Sale and Servicing Agreement (Section 3.18); (SP) ~~upon~~ the ~~request~~ taking of ~~the Indenture Trustee, the duty to execute and deliver such further instruments and do~~ such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Seller and the Servicer of their obligations under the Sale and Servicing Agreement (~~Section 3.20~~Sections 3.19 and 5.16); (TQ) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (UR) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in any manner permitted by law if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section 5.4); (VS) ~~the duty to take various lawful actions upon the request of~~ provide the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection~~ with the ~~Sale~~ information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and ~~Servicing Agreement~~ state and local income or ~~by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ franchise tax returns (Section ~~5.16~~6.6); (WT) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (XU) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (~~Section~~ Sections 6.8 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~V) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AAW) the preparation and, after execution by the Issuer, the filing with the ~~Commission,~~ Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBX) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Officers’ Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (DDY) the preparation ~~and delivery~~ of Issuer Orders and Issuer Requests and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1, 9.2~~ 9.1 and ~~9.3~~9.2); (EEZ) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.5); (FFAA) provide the ~~duty~~ Indenture Trustee with the form of notice necessary to ~~notify~~ deliver the notification of Noteholders of ~~redemption~~ the prepayment of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section 10.2); (GGBB) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)~~, (c), (d) and (e)~~); (HHCC) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJDD) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KKEE) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Chase Auto Owner Trust 2005-A)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Issuer Letter of Representations. The Administrator agrees to perform all its duties as Administrator under the ~~Note Depository Agreement~~Indenture. The Administrator agrees to perform the duty of the Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be and the duty of the Issuer under Section 5.7(b) of the Sale and Servicing Agreement to move the Reserve Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section ~~2.5~~2.4); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.7(b)); (~~C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (~~D~~) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office or agency in the ~~Borough of Manhattan, The~~ City of New ~~York, where Notes may be surrendered~~ York for registration of transfer or exchange of Notes (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (I) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section 3.4); (J) the preparation and filing of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.5 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the ~~Officer’s~~ Officers’ Certificate and certain other ~~statements~~ statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (ML) the identification to the Indenture Trustee in an ~~Officer’s~~ Officers’ Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (NM) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of an Event of Servicing Termination ~~under~~ pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QN) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RO) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of ~~Default under the Indenture~~Default, ~~each default by the Depositor, the Servicer or the Backup Servicer under the Sale and~~ Event of Servicing ~~Agreement~~ Termination and each default by the Seller ~~or the Depositor~~ under the ~~Receivables Purchase~~ Sale and Servicing Agreement (Section 3.18); (SP) ~~upon~~ the ~~request~~ taking of ~~the Indenture Trustee, the duty to execute and deliver such further instruments and do~~ such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Seller and the Servicer of their obligations under the Sale and Servicing Agreement (~~Section 3.20~~Sections 3.19 and 5.16); (TQ) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (UR) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in any manner permitted by law if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section 5.4); (VS) ~~the duty to take various lawful actions upon the request of~~ provide the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection~~ with the ~~Sale~~ information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and ~~Servicing Agreement~~ state and local income or ~~by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ franchise tax returns (Section ~~5.16~~6.6); (WT) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (XU) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (~~Section~~ Sections 6.8 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~V) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AAW) the preparation and, after execution by the Issuer, the filing with the ~~Commission,~~ Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBX) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Officers’ Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (DDY) the preparation ~~and delivery~~ of Issuer Orders and Issuer Requests and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1, 9.2~~ 9.1 and ~~9.3~~9.2); (EEZ) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.5); (FFAA) provide the ~~duty~~ Indenture Trustee with the form of notice necessary to ~~notify~~ deliver the notification of Noteholders of ~~redemption~~ the prepayment of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section 10.2); (GGBB) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)~~, (c), (d) and (e)~~); (HHCC) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJDD) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KKEE) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Chase Auto Owner Trust 2005-B)

Duties with Respect to the Related Agreements. ~~(i)~~ The ~~Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s 's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture, including, without limitation,~~ Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to the Indenture Trustee (if applicable) (Sections 2.3, 2.5, 2.6, 2.11 or 2.14); (ii) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section 2.5); (Biii) the ~~notification~~ furnishing of the Indenture Trustee, the Servicer, any Noteholder or the Paying Agent with the names and addresses of Noteholders after receipt of a written request therefor from the ~~final principal payment on their Notes~~ Indenture Trustee, the Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.8(e)~~Sections 2.9(a) and 7.1); (Civ) the ~~preparation of or obtaining of~~ duty to cause the ~~documents and instruments required for authentication of the Notes and delivery of the same~~ Issuer to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of maintain an office or agency in within the ~~Borough of Manhattan, The City~~ State of New ~~York~~York (and as otherwise set forth in an Indenture Supplement) and to give the Indenture Trustee and the Noteholders notice of the location, ~~where Notes may be surrendered for registration~~ or change in location, of ~~transfer~~ such office or ~~exchange~~ agency (Section 3.2); (Gv) the duty to direct the Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Eligible Investments (Section 3.3); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (Hvii) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (Iviii) the duty to cause the Issuer to keep in full force its existence, rights and franchises as a Delaware business trust and the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section 3.4); (Jix) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section 3.5); (Kx) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on ~~the~~ each Closing Date and the annual delivery of Opinions of Counsel as to the ~~Trust Estate~~Collateral, and the annual delivery of the Officer’s 's Certificate ~~and certain other statements as to compliance with the Indenture~~ (Sections 3.6 and 3.9); (Mxi) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section 3.7(b)); (Nxii) causing the ~~preparation and~~ delivery of ~~written~~ notice to by the Indenture ~~Trustee, the Backup Servicer and~~ Trustee to the Rating Agencies of ~~an Event~~ the occurrence of ~~Servicing Termination under~~ any Servicer Default of which the ~~Sale~~ Issuer has knowledge and ~~Servicing Agreement and~~the action, if ~~such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect~~ any, known to the ~~Receivables, the taking of all reasonable steps available to remedy~~ Issuer that is being taken in connection with such ~~failure~~ default (Section 3.7(d)); (Oxiii) the delivery to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer of an Officer's Certificate with respect to various matters relating to compliance with the Indenture (Section 3.9); (xiv) the preparation and obtaining of documents, certificates, opinions and instruments required in connection with the consolidation or merger by the Issuer with or into any other Person or the sale of the Issuer's assets substantially as an entirety to any Person (Section 3.10); (xv) the delivery of ~~written~~ notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of ~~the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement~~ (~~Section 3.7(f)); (P~~1) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of ~~Default under the Indenture~~Default, (2) each default by the ~~Depositor, the~~ Servicer or the ~~Backup Servicer~~ Transferor under the ~~Sale~~ Transfer and Servicing Agreement and (3) each default by the ~~Seller or the Depositor~~ Transferor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txvi) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (Uxvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.5); (Vxviii) the ~~duty~~ preparation of an Officer's Certificate to ~~take various lawful actions upon the request of~~ be delivered to the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor~~ and the ~~Servicer~~ delivery of ~~their respective obligations~~ such Officer's Certificate to the ~~Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ Noteholders (Section ~~5.16~~6.3(b)); (Wxix) ~~the preparation and delivery of written notice to the Noteholders of~~ the removal of the Indenture ~~Trustee~~ Trustee, if necessary and in compliance with the Indenture, and the appointment of a successor ~~Indenture Trustee~~ (Section 6.8); (Xxx) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing various reports to be ~~furnished to~~ filed with the Indenture Trustee ~~of the names~~ and ~~addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with~~ the Commission, ~~any~~ as applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBxxi) notifying the Indenture Trustee if and when any Notes are listed on any stock exchange (Section 7.4); (xxii) the ~~opening of one or more accounts in the Indenture Trustee’s name, the~~ preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ agreements, certificates, instruments, consents and ~~Opinions of Counsel and all~~ other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate documents and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.7(f), ~~9.2~~ 10.1, 10.2 and ~~9.3~~10.3); (EExxiii) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.6); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~xxiv) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers' Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~12.1(a)); (HHxxv) the preparation and delivery of ~~Officer’s~~ Officers' Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxvi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~12.6); and (KKxxvii) compliance with the ~~recording~~ provisions of the ~~Indenture~~Transfer and Servicing Agreement, ~~if applicable (Section 11.15). (ii) The Administrator (but not the~~ all Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator Supplements and the ~~Indenture Trustee (which compensation shall not be limited by any provision of law in regard~~ Trust Agreement applicable to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 1 contract

Samples: Administration Agreement (Dc Funding International Inc)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A1) the preparation of or obtaining of the Bonds and of any other Issuer documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the ~~Note~~ Register to be kept ~~and~~ and, during any period of time when the Trustee is not the Registrar, to give the ~~Indenture~~ Trustee notice of any appointment of a new ~~Note~~ Registrar and the location, or change in location, of the ~~Note~~ Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Bondholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.12); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Trustee), if any, to deliver to the ~~Indenture~~ Trustee the instrument specified in the Indenture regarding ~~funds held in trust~~ its agreement with the Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Issuer becomes, or any successor Issuer under the Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes~~Bonds, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Indenture, filings with the NHPUC pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute and the applicable Uniform Commercial Code relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership interest and security interest in the RRB Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies ~~of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer~~ as to compliance with conditions and covenants under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default under the Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and Independent Certificate relating to (i) the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Trustee is not the ~~Indenture Trustee with respect~~ Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of ~~Noteholders during any period when~~ Bondholders as required of the Issuer under Section 7.01 of the Indenture ~~Trustee is not the Note Registrar~~ (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the ~~Issuer~~Issuer or the Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Trustee if and when the Bonds are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.05 and ~~8.5~~8.06); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Trustee or the Issuer, the preparation of new ~~Notes~~ Bonds conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Issuer or, if requested by the Trustee, to be given by the Trustee of any redemption of the Bonds as required under Section 10.01 or 10.04 of the Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the ~~Indenture~~ Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK27) the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D28) ~~indemnify~~ the ~~Owner Trustee and its agents for, and hold them harmless against, any loss, liability~~ obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Indenture or ~~expense incurred without negligence or bad faith on their part arising out of or in connection with~~ other Related Agreement. (b) The Administrator shall also take all appropriate action that it is the ~~acceptance or administration~~ duty of the ~~transactions contemplated~~ Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (1) to the extent not already delivered, the delivery to the Representatives (as defined in the Underwriting Agreement) and counsel for the Underwriters under the Underwriting Agreement (the "Underwriters"), of copies of the Registration Statement (as defined in the Underwriting Agreement) (Section 5(a)(iv)); (2) so long as delivery of a prospectus by an Underwriter or dealer may be required by the ~~Trust Agreement~~Act, ~~including~~ the ~~reasonable costs~~ delivery to the Representatives and ~~expenses~~ counsel for the Underwriters of ~~defending themselves against any claim or liability in connection with the exercise or performance~~ as many copies of any ~~of their powers or duties under~~ Preliminary Final Prospectus and the ~~Trust Agreement.~~Final Prospectus and any supplement thereto as the Representatives may reasonably request (Section 5(a)(iv));

Appears in 1 contract

Samples: Administration Agreement (PSNH Funding LLC)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s ~~or the Owner Trustee’s~~ duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A1) the preparation of or obtaining of the Rate Reduction Bonds and of any other Issuer documents and instruments required for authentication of the Rate Reduction Bonds, if any, and delivery of the same to the Indenture Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the ~~Note~~ Rate Reduction Bond Register to be kept ~~and~~ and, during any period of time when the Indenture Trustee is not the Rate Reduction Bond Registrar, to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Rate Reduction Bond Registrar and the location, or change in location, of the ~~Note~~ Rate Reduction Bond Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Holder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of ~~collateral~~ RRB Collateral (Section ~~2.10~~8.04); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Indenture Trustee), if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding ~~funds held in trust (Section 3.3); (H) the direction to the Indenture Trustee to deposit monies~~ its agreement with ~~Paying Agents, if any, other than~~ the Indenture Trustee (Section ~~3.3~~3.03); (I6) the direction to any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (7) the preparation and filing of all documents and instruments necessary to maintain the Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Issuer becomes, or any successor Issuer under the Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes~~Rate Reduction Bonds, the RRB Collateral and each other instrument or agreement included in the ~~Trust Estate~~ RRB Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Indenture, filings with the NHPUC pursuant to the Financing Act, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ RRB Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents RRB Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the Indenture Trustee in an Officer’s Certificate of a any Person (other than the Administrator and the Servicer) with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N12) [reserved]; (13) the annual preparation and delivery of ~~written notice~~ an Officer’s Certificate to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies ~~of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer~~ as to compliance with conditions and covenants under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after a Responsible Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default under the Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18~~Sections 3.07(d) and 3.21); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer~~or obtaining of an Officer’s ~~obligations as~~ Certificate, an Opinion of Counsel and Independent Certificate relating to (i) the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the ~~Note Registrar~~ Rate Reduction Bond Registrar, the furnishing to the Indenture Trustee of a list of the names and addresses of Holders as required of the Issuer under Section 7.01 of the Indenture (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the ~~Issuer~~Issuer or the Indenture Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the “SEC”) and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Indenture Trustee (Section ~~7.3~~7.03); (BB19) the notification of the Indenture Trustee if and when the Rate Reduction Bonds are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the Indenture Trustee’s name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Indenture Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ RRB Collateral (Sections ~~8.4~~ 8.04, 8.05 and ~~8.5~~8.06); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officer’s Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Indenture Trustee or the Issuer, the preparation of new ~~Notes~~ Rate Reduction Bonds conforming to any supplemental indenture (Section ~~9.6~~9.06); (FF24) ~~the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2)~~[reserved]; (GG25) the preparation ~~and delivery~~ of all Officer’s Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e)~~10.01); (HH26) the preparation or obtainment and delivery of Officer’s Certificates and ~~the obtaining of Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any property with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~10.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK27) the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section ~~11.15~~10.13); and (28) the obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Indenture or other Related Agreement. (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting~~ the duty of the Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (1) to the extent not already delivered, the delivery, upon request, to the Representatives (used in this section as ~~successor Administrator~~defined in the Underwriting Agreement) ~~shall:~~and counsel for the Underwriters under the Underwriting Agreement (the “Underwriters”), of copies of the Registration Statement (used in this section as defined in the Underwriting Agreement), (Section 8(a)(i)); (2) the delivery to the Underwriters, as soon as practicable after the date of the Underwriting Agreement, of as many copies of the Pricing Prospectus (used in this section as defined in the Underwriting Agreement) and Final Prospectus (used in this section as defined in the Underwriting Agreement) as the Underwriters may reasonably request (Section 8(a)(ii)); (3) the filing of the Final Prospectus with the SEC pursuant to Rule 424 of the Securities Act within the time period specified therein, the notification to the Underwriters of any stop order issued by the SEC suspending the effectiveness of the Registration Statement or the institution of any proceedings therefor of which the Issuer shall have received notice, and the use of every reasonable effort to prevent the issuance of any such stop order or, if issued, the obtainment as soon as possible of the withdrawal thereof by the SEC (Section 8(a)(iii)); (4) (A) ~~pay~~ preparing and furnishing to the ~~Indenture Trustee~~ Underwriters a reasonable number of copies of an amendment or amendments to the Pricing Package or the Final Prospectus or (B) making an appropriate filing pursuant to Section 13 or Section 15 of the Exchange Act to amend the Pricing Package or the Final Prospectus so that, as amended, neither the Pricing Package nor the Final Prospectus will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), not misleading (Section 8(a)(iv)); (5) the furnishing of such proper information as may be lawfully required and any other necessary cooperation in qualifying the Rate Reduction Bonds for offer and sale under the blue-sky laws of the states of the United States as the Representatives may designate; (Section 8(a)(v)); (6) the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the delivery of such documents and the taking of such actions as reasonably requested by any Rating Agency to obtain the credit ratings set forth in Section 9(v) of the Underwriting Agreement (Section 8(a)(viii); (7) the filing with the SEC, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, the publication on the website associated with the Issuer’s parent, of such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act and the inclusion, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, in any periodic or other reports to be filed with the SEC or posted on the website of the Issuer’s parent, such ~~compensation and fees for all services rendered~~ information as required by Section 3.07(g) of the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard with respect to the ~~compensation of a trustee of an express trust~~Rate Reduction Bonds (Section 8(a)(ix)); (8) the furnishing to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the SEC under the Exchange Act or mailed to the bondholders, (B) ~~except as otherwise expressly provided in~~ upon request, a copy of any filings with the ~~Indenture~~NHPUC pursuant to the Finance Order including, ~~reimburse the Indenture Trustee upon its request for all reasonable expenses~~but not limited to, ~~disbursements~~ any annual, semi- annual or more frequent true-up adjustment filings, and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) ~~indemnify the Indenture Trustee and its agents for, and hold them harmless against~~from time to time, any ~~loss, liability~~ information (other than confidential or ~~expense incurred without negligence or bad faith on their part arising out of or~~ proprietary information) concerning the Issuer as the Representatives (as defined in ~~connection with~~ the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureUnder may reasonably request (Section 8(a)(xi)); and (D9) ~~indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection~~ compliance with the ~~acceptance or administration~~ 17g-5 Representations (used in this section as defined in the Underwriting Agreement) other than (x) any noncompliance of the ~~transactions contemplated~~ 17g-5 Representations that would not reasonably be expected to have a material adverse effect on the rating of the Rate Reduction Bonds or the Rate Reduction Bonds, or (y) any noncompliance arising from the breach by an Underwriter of the ~~Trust Agreement, including~~ representations and warranties and covenants set forth in Section 13 of 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~~Underwriting Agreement (Section 8(a)(xii).

Appears in 1 contract

Samples: Administration Agreement

Duties with Respect to the Related Agreements. ~~(i)~~ The ~~Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that it~~ as shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In ~~furtherance of~~ addition to the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture, including, without limitation,~~ Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to ~~sections~~ Sections of the Master Indenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange or otherwise), if any, and delivery of the same to the Indenture Trustee (if applicable) (Sections 2.03, 2.05, 2.06 or 2.15); (ii) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (Biii) the ~~notification~~ furnishing of the Indenture Trustee, the Servicer, any Noteholder or the Paying Agent with the names and addresses of Noteholders after receipt of a written request therefor from the ~~final principal payment on their Notes~~ Indenture Trustee, the Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.8(e)~~Sections 2.09(a) and 7.01); (Civ) the preparation of ~~or obtaining~~ an Issuer Request regarding cancellation of ~~the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee~~ any Notes. (Section ~~2.2, 2.3, 2.6 and 2.13~~2.10); (~~D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~v) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (Fvi) the ~~maintenance of~~ duty to cause the Issuer to maintain an office or agency in within the ~~Borough of Manhattan, The~~ City of Minneapolis, State of Minnesota or New York, ~~where Notes may be surrendered for registration~~ New York (and as otherwise set forth in an Indenture Supplement) and to give the Indenture Trustee and the Noteholders notice of ~~transfer~~ the location, or ~~exchange~~ change in location, of such office or agency (Section ~~3.2~~3.02); (Gvii) the duty to direct the Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Eligible Investments (Section 3.03); (viii) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (Hix) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section ~~3.3~~3.03); (Ix) the duty to cause the Issuer to keep in full effect its existence, rights and franchises as a Delaware statutory trust and the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section ~~3.4~~3.04); (Jxi) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section ~~3.5~~3.05); (Kxii) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the ~~Closing~~ Series Issuance Date and the annual delivery of Opinions of Counsel as to the ~~Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture~~ Collateral (~~Sections 3.6 and 3.9~~Section 3.06); (Mxiii) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (Pxiv) the duty to cause the ~~Servicer~~ Issuer to ~~comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13~~ punctually perform and ~~3.14 and Article VII~~ observe all of the ~~Sale~~ obligations and agreements contained in the Indenture and the other Transaction Documents and in the instruments and agreements relating to the Collateral, including filing or causing to be filed all UCC financing statements required to be filed by the terms of the Indenture and the Transfer and Servicing Agreement in accordance with and in the applicable time periods (Section 3.07(c)); (xv) causing the delivery of notice by the Indenture Trustee to the Rating Agencies of the occurrence of any Servicer Default of which the Issuer has knowledge and the action, if any, being taken in connection with such default (Section 3.07(d)); (xvi) the delivery of any computer files or microfiche lists of Accounts that the Issuer has received from the Transferor pursuant to the Transfer and Servicing Agreement (Section ~~3.14~~3.07(g)); (Qxvii) the delivery to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer, of an Officer’s Certificate with respect to various matters relating to compliance with the Indenture (Section 3.09); (xviii) the preparation and obtaining of ~~documents~~ documents, certificates, opinions and instruments required ~~for~~ in connection with the consolidation or merger ~~of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer~~ by the Issuer with or into any other Person or the sale of ~~its properties or~~ the Issuer’s assets substantially as an entirety to any Person (Section ~~3.10(b)~~3.10); (Rxix) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of (1) each Event of ~~Default under the Indenture~~Default, (2) each default by the ~~Depositor, the~~ Servicer or the ~~Backup Servicer~~ Transferor under the ~~Sale~~ Transfer and Servicing ~~Agreement and~~ Agreement, (3) each default by ~~the~~ a Seller ~~or the Depositor~~ under ~~the~~ a Receivables Purchase Agreement and (4) any action taken by the Indenture Trustee pursuant to Section 5.05 of the Master Indenture (Section ~~3.18~~3.19); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txx) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officer’s Certificate and the obtaining of ~~the~~ Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (Uxxi) the compliance with any ~~written~~ directive of the Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ related Notes have been accelerated (Section ~~5.4~~5.05); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CCxxii) the preparation and delivery of an Officer’s Certificate to be delivered to the Indenture Trustee and the deliverance of such Officer’s Certificate to the Noteholders (Section 6.03(b)); (xxiii) the removal of the Indenture Trustee, if necessary and in compliance with the Indenture, and the appointment of a successor (Section 6.08); (xxiv) the preparation and delivery of various reports to be filed with the Indenture Trustee and the Commission, as applicable (Section 7.03); (xxv) the preparation of an Issuer ~~Request~~ Order and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.09 and ~~8.5~~8.10); (DDxxvi) the preparation and delivery of Issuer ~~Orders~~ Orders, agreements, certificates, instruments, consents and other documents and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.07(f), ~~9.2~~ 10.01, 10.02 and ~~9.3~~10.03); (EExxvii) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.06); (FFxxviii) in connection with a Defeasance, compliance with the ~~duty to notify Noteholders~~ provisions of ~~redemption~~ Section 11.04 of the ~~Notes or to cause the~~ Master Indenture ~~Trustee to provide such notification~~ (Section ~~10.2~~11.04); (GGxxix) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the related Indenture (Section ~~11.1(a), (c), (d) and (e~~12.01(a)); (HHxxx) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.01(b));; and (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6); and (KK) the recording of the Indenture, if applicable (Section 11.15~~12.06). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Nordstrom Inc)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s ~~or the Owner Trustee’s~~ duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the ~~Indenture):~~Indenture):1 (A1) the preparation of or obtaining of the Bonds and of any other Issuer documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the ~~Note~~ Register to be kept ~~and~~ and, during any period of time when the Trustee is not the Registrar, to give the ~~Indenture~~ Trustee notice of any appointment of a new ~~Note~~ Registrar and the location, or change in location, of the ~~Note~~ Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Bondholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c));; 1 Note to Draft: All section references to other documents to be confirmed. (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.12); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Trustee), if any, to deliver to the ~~Indenture~~ Trustee the instrument specified in the Indenture regarding ~~funds held in trust~~ its agreement with the Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Issuer becomes, or any successor Issuer under the Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes~~Bonds, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Indenture, filings with the NHPUC pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Trustee in an Officer’s Certificate of a any Person (other than the Administrator and the Servicer) with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute and the applicable Uniform Commercial Code relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership interest or the security interest in the RRB Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer’s Certificate to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies ~~of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer~~ as to compliance with conditions and covenants under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default under the Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer~~or obtaining of an Officer’s ~~obligations as~~ Certificate, an Opinion of Counsel and Independent Certificate relating to (i) the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Trustee is not the ~~Indenture Trustee with respect~~ Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of ~~Noteholders during any period when~~ Bondholders as required of the Issuer under Section 7.01 of the Indenture ~~Trustee is not the Note Registrar~~ (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the ~~Issuer~~Issuer or the Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the “SEC”) and the ~~Indenture~~ Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Trustee if and when the Bonds are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Trustee’s name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.05 and ~~8.5~~8.06); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers’ Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Trustee or the Issuer, the preparation of new ~~Notes~~ Bonds conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Issuer or, if requested by the Trustee, to be given by the Trustee to the Bondholders of any redemption of the Bonds as required under Section 10.01 or 10.04 of the Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the ~~Indenture~~ Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers’ Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK27) the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.15); and (28) the obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Indenture or other Related Agreement. (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting as successor Administrator) shall:~~the duty of the Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (A1) ~~pay~~ to the ~~Indenture Trustee from time~~ extent not already delivered, the delivery to ~~time such compensation~~ the Representatives (as defined in the Underwriting Agreement) and ~~fees~~ counsel for ~~all services rendered by~~ the ~~Indenture Trustee~~ Underwriters under the ~~Indenture~~ Underwriting Agreement (the “Underwriters”), of copies of the Registration Statement (as ~~have been agreed to~~ defined in ~~a separate fee schedule between~~ the ~~Administrator and the Indenture Trustee~~ Underwriting Agreement) (~~which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust~~Section 5(a)(iv)); (B2) ~~except~~ so long as ~~otherwise expressly provided~~ delivery of a prospectus by an Underwriter or dealer may be required by the Act, the delivery to the Representatives and counsel for the Underwriters of as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request (Section 5(a)(iv)); (3) the preparation and, after execution by the Issuer, the filing of all documents and instruments necessary to qualify the Bonds for sale under the laws of such jurisdictions as the Representatives may designate, and the maintenance of such qualifications in effect so long as required for the distribution of the Bonds, subject to the qualifications, limitations and exceptions set forth in the ~~Indenture, reimburse~~ Underwriting Agreement (Section 5(a)(v)); (4) the ~~Indenture Trustee upon its request~~ arrangement for ~~all reasonable expenses, disbursements and advances incurred or made~~ the determination of the legality of the Bonds for purchase by institutional investors (Section 5(a)(v)); (5) to the extent not already performed by the ~~Indenture~~ Servicer, the delivery to the Representatives of the annual statements of compliance and the annual independent auditor’s servicing reports furnished to the Issuer or the Trustee ~~in accordance with any provision of~~ pursuant to the Servicing Agreement or the Indenture (~~including the reasonable compensation, expenses and disbursements of its agents and counsel~~Section 5(a)(vii)~~, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith~~); (C6) ~~indemnify~~ so long as any of the ~~Indenture Trustee and its agents for~~Bonds are outstanding, and ~~hold them harmless against~~to the extent not already performed by the Servicer, the delivery to the Representatives of (i) a copy of any filings with the NHPUC pursuant to the Finance Order including, but not limited to, any ~~loss~~Issuance Advice Letters and (ii) from time to time, ~~liability or expense incurred without negligence or bad faith on their part arising out of or in connection with~~ any information concerning the ~~acceptance or administration of~~ Issuer to the ~~transactions contemplated by~~ extent readily available, that the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureRepresentatives may reasonably request (Section 5(a)(viii)); and (D7) ~~indemnify~~ to the ~~Owner Trustee and its agents for~~extent, ~~and hold them harmless against~~if any, that any ~~loss, liability or expense incurred without negligence or bad faith on their part arising out of or~~ rating necessary to satisfy the condition set forth in ~~connection with the acceptance or administration~~ Section 6(l) of the ~~transactions contemplated~~ Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the ~~Trust~~ Issuer on or after the Closing Date (as defined in the Underwriting Agreement), ~~including~~ the ~~reasonable costs~~ delivery of such documents and ~~expenses~~ the taking 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~~such actions (Section 5(a)(ix)).

Appears in 1 contract

Samples: Administration Agreement

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all ~~its~~ the duties ~~as Administrator~~ of the Issuer and the Owner Trustee under the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.02); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.04); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.07(b)~~); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13~~); (D) the ~~preparation~~ fixing or causing to be fixed of ~~Definitive Notes in accordance with~~ any specified record date and the ~~instructions~~ notification of the ~~Clearing Agency~~ Indenture Trustee and Noteholders with respect to special payment dates, if any (Section ~~2.13~~2.07(c)); (E) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.09); (F~~) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (HG) the direction to ~~the Indenture Trustee to deposit monies with~~ Paying Agents, if any, ~~other than~~ to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section ~~3.3~~3.03); (IH) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section ~~3.4~~3.04); (I) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section 3.05); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other ~~statements~~ statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections ~~3.6~~ 3.06 and ~~3.9~~3.09); (MK) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (NL) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of ~~an Event of Servicing Termination under~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such ~~Event of Servicing Termination~~ Servicer Default arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.7(d~~3.07(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QM) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RN) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default ~~under the Indenture,~~ and each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Seller under the Sale and Servicing Agreement ~~and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ (Section ~~3.18~~3.19); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (TO) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (UP) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in ~~any~~ a commercially reasonable manner ~~permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section ~~5.4~~5.04); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (WQ) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section ~~6.8~~6.08); (XR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~S) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.1~~7.01); (AAT) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section ~~7.3~~7.03); (BBU) the opening of one or more accounts in the ~~Indenture Trustee~~Trust’s name, the preparation ~~and delivery~~ of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the ~~Collection Account and the Reserve Account~~ Trust Accounts (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CCV) the preparation ~~and delivery~~ of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DDW) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EEX) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.06); (FFY) the ~~duty to notify~~ notification of Noteholders of redemption of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section ~~10.2~~10.02); (GGZ) the preparation ~~and delivery~~ of all Officer’s ~~Certificates and the obtaining of an Opinion~~ Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HHAA) the preparation and delivery of Officer’s Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (IIBB) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section ~~11.4~~11.04); (JJCC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06)~~; and~~; (KKDD) the recording of the Indenture, if applicable (Section 11.15); and (EE) causing the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.06 of the Sale and Servicing Agreement. (ii) The Administrator ~~(but not the Indenture Trustee if it is then acting as successor Administrator) shall~~will: (A) pay the Indenture Trustee from time to time ~~such~~ reasonable compensation ~~and fees~~ for all services rendered by the Indenture Trustee under the Indenture ~~as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee~~ (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Caterpillar Financial Asset Trust 2005-A)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the ~~Note~~ Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s 's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.04); (B) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.07(b)); (C) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for authentication of the ~~Notes~~ Notes, if any, and delivery of the same to the Indenture Trustee (Section ~~2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13~~2.02); (E) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.09); (F~~) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (G) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (H~~) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I~~) the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate; (I) the preparation of all supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Trust Estate (Section ~~3.4~~3.05); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.06 of the Indenture, as to the Trust Estate, and the annual delivery of the Officer’s 's Certificate and certain other ~~statements~~ statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections ~~3.6~~ 3.06 and ~~3.9~~3.09); (MK) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (NL) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of ~~an Event of Servicing Termination under~~ a Servicer Default pursuant to the Sale and Servicing Agreement and, if such ~~Event of Servicing Termination~~ Servicer Default arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section ~~3.7(d~~3.07(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QM) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RN) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of Default ~~under the Indenture,~~ and each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Seller under the Sale and Servicing Agreement ~~and each default by the Seller or the Depositor under the Receivables Purchase Agreement~~ (Section ~~3.18~~3.19); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (TO) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (UP) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in ~~any~~ a commercially reasonable manner ~~permitted by law~~ if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section ~~5.4~~5.04); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (WQ) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section ~~6.8~~6.08); (XR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (~~Section~~ Sections 6.08 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~S) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section ~~7.1~~7.01); (AAT) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section ~~7.3~~7.03); (BBU) the opening of one or more accounts in the ~~Indenture Trustee’s~~ Trust's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s~~ Officers' Certificates and Opinions of Counsel and all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the ~~Collection Account and the Reserve Account~~ Trust Accounts (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CCV) the preparation ~~and delivery~~ of an Issuer Request and Officer’s 's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DDW) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1~~9.01, ~~9.2~~ 9.02 and ~~9.3~~9.03); (EEX) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.06); (FFY) the ~~duty to notify~~ notification of Noteholders of redemption of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section ~~10.2~~10.02); (GGZ) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers' Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); ; (HHAA) the preparation and delivery of ~~Officer’s~~ Officers' Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (IIBB) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section ~~11.4~~11.04); (JJCC) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~11.06)~~; and~~; (KKDD) the recording of the Indenture, if applicable (Section 11.15); and (EE) causing the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.06 of the Sale and Servicing Agreement. (ii) The Administrator ~~(but not the Indenture Trustee if it is then acting as successor Administrator) shall~~will: (A) pay the Indenture Trustee from time to time ~~such~~ reasonable compensation ~~and fees~~ for all services rendered by the Indenture Trustee under the Indenture ~~as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee~~ (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and either in-house counsel or outside counsel, but not both), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and to hold them harmless against, any ~~loss~~losses, liability or expense incurred without negligence or bad faith on their ~~part~~ part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Caterpillar Financial Asset Trust 2004-A)

Duties with Respect to the Related Agreements. ~~(i)~~ The ~~Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s 's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture, including, without limitation,~~ Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to the Indenture Trustee (if applicable) (Sections 2.3, 2.5, 2.6, 2.11 or 2.14); (ii) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section 2.5); (Biii) the ~~notification~~ furnishing of the Indenture Trustee, the Servicer, any Noteholder or the Paying Agent with the names and addresses of Noteholders after receipt of a written request therefor from the ~~final principal payment on their Notes~~ Indenture Trustee, the Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.8(e)~~Sections 2.9(a) and 7.1); (Civ) the ~~preparation of or obtaining of~~ duty to cause the ~~documents and instruments required for authentication of the Notes and delivery of the same~~ Issuer to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of maintain an office or agency in within the ~~Borough of Manhattan, The City~~ State of New ~~York~~York (and as otherwise set forth in an Indenture Supplement) and to give the Indenture Trustee and the Noteholders notice of the location, ~~where Notes may be surrendered for registration~~ or change in location, of ~~transfer~~ such office or ~~exchange~~ agency (Section 3.2); (Gv) the duty to direct the Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Eligible Investments (Section 3.3); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (Hvii) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (Iviii) the duty to cause the Issuer to keep in full force its existence, rights and franchises as a Delaware business trust and the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section 3.4); (Jix) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section 3.5); (Kx) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on ~~the~~ each Closing Date and the annual delivery of Opinions of Counsel as to the ~~Trust Estate~~Collateral, and the annual delivery of the Officer’s 's Certificate ~~and certain other statements as to compliance with the Indenture~~ (Sections 3.6 and 3.9); (Mxi) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section 3.7(b)); (Nxii) causing the ~~preparation and~~ delivery of ~~written~~ notice to by the Indenture ~~Trustee, the Backup Servicer and~~ Trustee to the Rating Agencies of ~~an Event~~ the occurrence of ~~Servicing Termination under~~ any Servicer Default of which the ~~Sale~~ Issuer has knowledge and ~~Servicing Agreement and~~the action, if ~~such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect~~ any, known to the ~~Receivables, the taking of all reasonable steps available to remedy~~ Issuer that is being taken in connection with such ~~failure~~ default (Section 3.7(d)); (Oxiii) the delivery to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer of an Officer's Certificate with respect to various matters relating to compliance with the Indenture (Section 3.9); (xiv) the preparation and obtaining of documents, certificates, opinions and instruments required in connection with the consolidation or merger by the Issuer with or into any other Person or the sale of the Issuer's assets substantially as an entirety to any Person (Section 3.10); (xv) the delivery of ~~written~~ notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of ~~the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement~~ (~~Section 3.7(f)); (P~~1) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of ~~Default under the Indenture~~Default, (2) each default by the ~~Depositor, the~~ Servicer or ~~the Backup Servicer~~ Transferor under the ~~Sale~~ Transfer and Servicing Agreement and (3) each default by the ~~Seller or the Depositor~~ Transferor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txvi) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (Uxvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.5); (Vxviii) the ~~duty~~ preparation of an Officer's Certificate to ~~take various lawful actions upon the request of~~ be delivered to the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor~~ and the ~~Servicer~~ delivery of ~~their respective obligations~~ such Officer's Certificate to the ~~Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ Noteholders (Section ~~5.16~~6.3(b)); (Wxix) ~~the preparation and delivery of written notice to the Noteholders of~~ the removal of the Indenture ~~Trustee~~ Trustee, if necessary and in compliance with the Indenture, and the appointment of a successor ~~Indenture Trustee~~ (Section 6.8); (Xxx) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing various reports to be ~~furnished to~~ filed with the Indenture Trustee ~~of the names~~ and ~~addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with~~ the Commission, ~~any~~ as applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBxxi) notifying the Indenture Trustee if and when any Notes are listed on any stock exchange (Section 7.4); (xxii) the ~~opening of one or more accounts in the Indenture Trustee’s name, the~~ preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ agreements, certificates, instruments, consents and ~~Opinions of Counsel and all~~ other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate documents and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.7(f), ~~9.2~~ 10.1, 10.2 and ~~9.3~~10.3); (EExxiii) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.6); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~xxiv) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers' Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~12.1(a)); (HHxxv) the preparation and delivery of ~~Officer’s~~ Officers' Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxvi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~12.6); and (KKxxvii) compliance with the ~~recording~~ provisions of the ~~Indenture~~Transfer and Servicing Agreement, ~~if applicable (Section 11.15). (ii) The Administrator (but not the~~ all Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator Supplements and the ~~Indenture Trustee (which compensation shall not be limited by any provision of law in regard~~ Trust Agreement applicable to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 1 contract

Samples: Administration Agreement (Fnanb Credit Card Master Trust)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Note Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Note Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Note Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Note Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (A1) the preparation of or obtaining of the Notes and or any other Note Issuer documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the Note Register to be kept ~~and~~ and, during any period of time when the Note Trustee is not the Note Registrar, to give the ~~Indenture~~ Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Noteholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Note Trustee), if any, to deliver to the ~~Indenture~~ Note Trustee the instrument specified in the Note Indenture regarding ~~funds held in trust~~ its agreement with the Note Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Note Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Note Indenture, filings with the DTE pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Note Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Note Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Note Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership interest and security interest in the Transition Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the ~~Depositor, the Indenture~~ Note Trustee, the ~~Backup Servicer~~ Certificate Trustee, the Agencies and the Rating Agencies ~~of any termination of the Servicer’s rights~~ as to compliance with conditions and ~~powers~~ covenants under the ~~Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the~~ Note Indenture ~~Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement~~ (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Note Issuer from its obligations under the Note Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture~~ Note Trustee, the ~~Backup Servicer~~Certificate Trustee, the ~~Depositor~~ Agencies and the Rating Agencies of each Event of Default under the Note Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and an Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Note Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Note Trustee is not the ~~Indenture Trustee with respect~~ Note Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Note Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of Noteholders ~~during any period when the Indenture Trustee is not~~ as required of the Note ~~Registrar~~ Issuer under Section 7.01 of the Note Indenture (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Note Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Note Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Note Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Note Trustee or the Note Issuer, the preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Note Issuer or, if requested by the Note Trustee, to be given by the Note Trustee of any redemption of the Notes as required under Section 10.01 or 10.04 of the Note Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Note Issuer to the ~~Indenture~~ Note Trustee to take any action under the Note Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Note Trustee that is to be made the basis for the release of property from the lien of the Note Indenture (Section ~~11.1(b~~11.01(b)); (II27) the ~~preparation and delivery of written notice to the Rating Agencies, upon the failure~~ recording of the ~~Indenture Trustee to give such notification~~Note Indenture, if applicable, and the obtaining of ~~the information required pursuant to the Indenture~~ an Opinion of Counsel in connection therewith (Section ~~11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6~~11.14); and (KK28) the ~~recording~~ obtaining of evidence that the ~~Indenture, if applicable (Section 11.15)~~Rating Agency Condition shall have been satisfied whenever required to be obtained under the Note Indenture or other Related Agreement. (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting as successor Administrator) shall:~~the duty of the Note Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (A1) ~~pay~~ to the ~~Indenture Trustee from time~~ extent not already delivered, the delivery to ~~time such compensation~~ the Representatives (as defined in the Underwriting Agreement) and ~~fees~~ counsel for ~~all services rendered by~~ the ~~Indenture Trustee~~ Underwriters under the ~~Indenture~~ Underwriting Agreement (the "Underwriters"), of copies of the Registration Statement (as ~~have been agreed to~~ defined in ~~a separate fee schedule between~~ the ~~Administrator and the Indenture Trustee~~ Underwriting Agreement) (~~which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust~~Section 5(a)(iv)); (B2) ~~except~~ so long as ~~otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred~~ delivery of a prospectus by an Underwriter or ~~made~~ dealer may be required by the ~~Indenture Trustee in accordance with~~ Act, the delivery to the Representatives and counsel for the Underwriters of as many copies of any ~~provision of~~ Preliminary Final Prospectus and the ~~Indenture~~ Final Prospectus and any supplement thereto as the Representatives may reasonably request (~~including the reasonable compensation, expenses and disbursements of its agents and counsel~~Section 5(a)(iv)~~, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith~~); (C3) ~~indemnify~~ to the ~~Indenture Trustee and its agents for~~extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the filing with the SEC of reports on Form SR as required by Rule 463 under the Act, and ~~hold them harmless against~~the delivery of such reports on Form SR, as filed with the SEC, to the Representatives (Section 5(a)(iv)); (4) the preparation and, after execution by the Note Issuer, the filing of all documents and instruments necessary to qualify the Certificates for sale under the laws of such jurisdictions as the Representatives may designate, and the maintenance of such qualifications in effect so long as required for the distribution of the Certificates, subject to the qualifications, limitations and exceptions set forth in the Underwriting Agreement (Section 5(a)(v)); (5) the arrangement for the determination of the legality of the Certificates for purchase by institutional investors (Section 5(a)(v)); (6) to the extent not already performed by the Servicer, the delivery to the Representatives of the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture (Section 5(a)(vii)); (7) so long as any of the Certificates are outstanding, and to the extent not already performed by the Servicer, the delivery to the Representatives of (i) a copy of any filings with the DTE pursuant to the Financing Order including, but not limited to, any ~~loss~~Issuance Advice Letters and (ii) from time to time, ~~liability or expense incurred without negligence or bad faith on their part arising out of or in connection with~~ any information concerning the ~~acceptance or administration of~~ Note Issuer to the ~~transactions contemplated by~~ extent readily available, that the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureRepresentatives may reasonably request (Section 5(a)(viii)); and (D8) to the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(r) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the ~~transactions contemplated~~ Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the ~~Trust~~ Note Issuer on or after the Closing Date (as defined in the Underwriting Agreement), ~~including~~ the ~~reasonable costs~~ delivery of such documents and ~~expenses~~ the taking 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~~such actions (Section 5(a)(ix)).

Appears in 1 contract

Samples: Administration Agreement (Wmeco Funding LLC)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A1) the preparation of or obtaining of the Bonds and of any other Issuer documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the ~~Note~~ Register to be kept ~~and~~ and, during any period of time when the Trustee is not the Registrar, to give the ~~Indenture~~ Trustee notice of any appointment of a new ~~Note~~ Registrar and the location, or change in location, of the ~~Note~~ Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Bondholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.12); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Trustee), if any, to deliver to the ~~Indenture~~ Trustee the instrument specified in the Indenture regarding ~~funds held in trust~~ its agreement with the Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Issuer becomes, or any successor Issuer under the Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the ~~Notes~~Bonds, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Indenture, filings with the NHPUC pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Issuer has contracted to perform its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute and the applicable Uniform Commercial Code relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership or security interest in the RRB Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies ~~of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer~~ as to compliance with conditions and covenants under the ~~Sale and Servicing Agreement~~ Indenture (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligations under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture Trustee, the Backup Servicer, the Depositor~~ Trustee and the Rating Agencies of each Event of Default under the Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and Independent Certificate relating to (i) the satisfaction and discharge of the Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Trustee is not the ~~Indenture Trustee with respect~~ Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of ~~Noteholders during any period when~~ Bondholders as required of the Issuer under Section 7.01 of the Indenture ~~Trustee is not the Note Registrar~~ (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the ~~Issuer~~Issuer or the Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Trustee if and when the Bonds are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.05 and ~~8.5~~8.06); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Trustee or the Issuer, the preparation of new ~~Notes~~ Bonds conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Issuer or, if requested by the Trustee, to be given by the Trustee of any redemption of the Bonds as required under Section 10.01 or 10.04 of the Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the ~~Indenture~~ Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~11.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK27) the recording of the Indenture, if ~~applicable~~ applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.15); and (28) the obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Indenture or other Related Agreement. (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting as successor Administrator) shall:~~the duty of the Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (A1) ~~pay~~ to the ~~Indenture Trustee from time~~ extent not already delivered, the delivery to ~~time such compensation~~ the Representatives (as defined in the Underwriting Agreement) and ~~fees~~ counsel for ~~all services rendered by~~ the ~~Indenture Trustee~~ Underwriters under the ~~Indenture~~ Underwriting Agreement (the "Underwriters"), of copies of the Registration Statement (as ~~have been agreed to~~ defined in ~~a separate fee schedule between~~ the ~~Administrator and the Indenture Trustee~~ Underwriting Agreement) (~~which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust~~Section 5(a)(iv)); (B2) ~~except~~ so long as ~~otherwise expressly provided~~ delivery of a prospectus by an Underwriter or dealer may be required by the Act, the delivery to the Representatives and counsel for the Underwriters of as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request (Section 5(a)(iv)); (3) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Issuer, the filing with the SEC of reports on Form SR as required by Rule 463 under the Act, and the delivery of such reports on Form SR, as filed with the SEC, to the Representatives (Section 5(a)(iv)); (4) the preparation and, after execution by the Issuer, the filing of all documents and instruments necessary to qualify the Bonds for sale under the laws of such jurisdictions as the Representatives may designate, and the maintenance of such qualifications in effect so long as required for the distribution of the Bonds, subject to the qualifications, limitations and exceptions set forth in the ~~Indenture, reimburse~~ Underwriting Agreement (Section 5(a)(v)); (5) the ~~Indenture Trustee upon its request~~ arrangement for ~~all reasonable expenses, disbursements and advances incurred or made~~ the determination of the legality of the Bonds for purchase by institutional investors (Section 5(a)(v)); (6) to the extent not already performed by the ~~Indenture~~ Servicer, the delivery to the Representatives of the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Issuer or the Trustee ~~in accordance with any provision of~~ pursuant to the Servicing Agreement or the Indenture (~~including the reasonable compensation, expenses and disbursements of its agents and counsel~~Section 5(a)(vii)~~, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith~~); (C7) ~~indemnify~~ so long as any of the ~~Indenture Trustee and its agents for~~Bonds are outstanding, and ~~hold them harmless against~~to the extent not already performed by the Servicer, the delivery to the Representatives of (i) a copy of any filings with the NHPUC pursuant to the Finance Order including, but not limited to, any ~~loss~~Issuance Advice Letters and (ii) from time to time, ~~liability or expense incurred without negligence or bad faith on their part arising out of or in connection with~~ any information concerning the ~~acceptance or administration of~~ Issuer to the ~~transactions contemplated by~~ extent readily available, that the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureRepresentatives may reasonably request (Section 5(a)(viii)); and (D8) to the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(l) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the ~~transactions contemplated~~ Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the ~~Trust~~ Issuer on or after the Closing Date (as defined in the Underwriting Agreement), ~~including~~ the ~~reasonable costs~~ delivery of such documents and ~~expenses~~ the taking 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~~such actions (Section 5(a)(ix)).

Appears in 1 contract

Samples: Administration Agreement (PSNH Funding LLC)

Duties with Respect to the Related Agreements. ~~(i)~~ The ~~Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer arid, in connection with the transaction contemplated hereby, the Owner Trustee and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to the Indenture Trustee (if applicable) (Sections 2.03, 2.05, 2.06, 2.12(c) or 2.15); (B) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section ~~2.5); (B) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(e)~~2.05); (C) the ~~preparation of or obtaining~~ furnishing of the ~~documents~~ Indenture Trustee, the Servicer, any Noteholder or the Paying Agent with the names and ~~instruments required for authentication~~ addresses of ~~the Notes and delivery~~ Noteholders after receipt of ~~the same to~~ a written request therefor from the Indenture ~~Trustee~~ Trustee, the Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.2, 2.3, 2.6~~ Sections 2.09(a) and ~~2.13~~7.01); (D~~) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (E) the duty to direct the Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Eligible Investments (Section 3.03); (F~~) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (G) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); (H) the ~~direction~~ duty to cause the ~~Indenture Trustee~~ Issuer to ~~deposit monies with Paying Agents~~keep in full force its existence, ~~if any, other than the Indenture Trustee (Section 3.3); (I)~~ rights and franchises as a Delaware business trust and the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section ~~3.4~~3.04); (JI) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section ~~3.5~~3.05); (KJ) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the ~~Closing~~ Series Issuance Date and the annual delivery of Opinions of Counsel as to the ~~Trust Estate~~Collateral, and the annual delivery of the Officer’s Certificate ~~and certain other statements as to compliance with the Indenture~~ (~~Sections 3.6 and 3.9~~Section 3.06); (MK) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (L) causing the delivery of notice by the Indenture Trustee to the Rating Agencies of the occurrence of any Servicer Default of which the Issuer has knowledge and the action, if any, being taken in connection with such default (Section 3.07(d)); (M) the delivery to the Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer of an Officer’s Certificate with respect to various matters relating to compliance with the Indenture (Section 3.09); (N) the preparation and ~~delivery~~ obtaining of ~~written notice to~~ documents, certificates, opinions and instruments required in connection with the ~~Indenture Trustee,~~ consolidation or merger by the ~~Backup Servicer and~~ Issuer with or into any other Person or the ~~Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure~~ sale of the ~~Servicer~~ Issuer’s assets substantially as an entirety to ~~perform~~ any ~~of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure~~ Person (Section ~~3.7(d)~~3.10); (O) the ~~preparation and~~ delivery of ~~written~~ notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of ~~the Backup Servicer becoming~~ (1) each Event of Default, (2) each default by the Servicer or ~~any appointment of a Successor Servicer~~ the Transferor under the ~~Sale~~ Transfer and Servicing Agreement and (3) each default by a Seller under a Receivables Purchase Agreement or the Transferor Purchase Agreement, as applicable (Section ~~3.7(f)~~3.19); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, the Backup Servicer, the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (UQ) the compliance with any ~~written~~ directive of the Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.05); (VR) the ~~duty~~ preparation of an Officer’s Certificate to ~~take various lawful actions upon the request of~~ be delivered to the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section ~~5.16~~6.03(b)); (WS) ~~the preparation and delivery of written notice to the Noteholders of~~ the removal of the Indenture ~~Trustee~~ Trustee, if necessary and in compliance with the Indenture, and the appointment of a successor ~~Indenture Trustee~~ (Section ~~6.8~~6.08); (XT) the preparation of ~~any written instruments required~~ various reports to ~~confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection~~ be filed with the ~~resignation or removal of any co-trustee or separate trustee~~ Indenture Trustee and the Commission, as applicable (Section ~~6.10~~7.03); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AAU) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer ~~Request~~ Order and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.09 and ~~8.5~~8.10); (DDV) the preparation ~~and delivery~~ of Issuer ~~Orders~~ Orders, agreements, certificates, instruments, consents and other documents and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.07(f), ~~9.2~~ 10.01, 10.02 and ~~9.3~~10.03); (EEW) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.06); (FFX) in connection with a Defeasance, compliance with the ~~duty to notify Noteholders~~ provisions of ~~redemption~~ Section 11.04 of the ~~Notes or to cause the~~ Indenture ~~Trustee to provide such notification~~ (Section ~~10.2~~11.04); (GGY) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~12.01(a)); (HHZ) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJAA) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~12.06); and (KKBB) compliance with the ~~recording~~ provisions of the ~~Indenture~~Transfer and Servicing Agreement, if Indenture Supplement and Trust Agreement applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 1 contract

Samples: Administration Agreement (Signet Jewelers LTD)

Duties with Respect to the Related Agreements. (ia) The Administrator ~~shall~~ agrees to perform all its duties as Administrator ~~under~~ hereunder in accordance with the ~~Note Depository Agreement~~terms of this Agreement and applicable law. In addition, the Administrator shall consult with the ~~Owner Trustee~~ Note Issuer regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Note Issuer~~’s or the Owner Trustee’s~~ 's duties under the Related Agreements. ~~The~~ Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the ~~Issuer or the Owner Trustee~~Note Issuer, or shall cause the preparation by other appropriate ~~persons of,~~ Persons of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Note Issuer ~~or the Owner Trustee~~ to prepare, ~~file~~ file, obtain or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer ~~or the Owner Trustee is obligated~~ to take pursuant to the ~~Indenture,~~ Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (A1) the preparation of or obtaining of the Notes and or any other Note Issuer documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee for authentication (Sections 2.03 and 2.10); (2) the duty to cause the Note Register to be kept ~~and~~ and, during any period of time when the Note Trustee is not the Note Registrar, to give the ~~Indenture~~ Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (B3) the fixing or causing to be fixed of any special record date and the notification of ~~Noteholders~~ each affected Noteholder with respect to special record dates, payment dates, and the amount of ~~the final principal payment~~ defaulted interest (plus interest on ~~their Notes~~ such defaulted interest) to be paid, if any (Section ~~2.8(e~~2.08(c)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E4) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (~~F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G~~5) the duty to cause each newly appointed Paying ~~Agents~~Agent (other than the Note Trustee), if any, to deliver to the ~~Indenture~~ Note Trustee the instrument specified in the Note Indenture regarding ~~funds held in trust~~ its agreement with the Note Trustee (Section ~~3.3~~3.03); (H6) the direction to any Paying Agent to pay to the ~~Indenture~~ Note Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agent (Section ~~3.3~~3.03); (I7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the ~~Trust Estate~~ Collateral (Section ~~3.4~~3.04); (J9) the preparation of all supplements and amendments to the ~~Indenture and all~~ Note Indenture, filings with the DPUC pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.05 of the ~~taking of such other action as is~~ Note Indenture, necessary ~~or advisable~~ to protect the ~~Trust Estate~~ Collateral (Section ~~3.5~~3.05); (K10) the ~~duty to use best efforts not to permit any action to be taken by others that would release any Person from any~~ obtaining of the Opinions of Counsel and the delivery of such ~~Person’s material covenants or obligations under any instrument or agreement included~~ Opinions of Counsel, in accordance with Section 3.06 of the ~~Trust Estate or that would result in~~ Note Indenture, as to the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents Collateral (Section ~~3.7(a)~~3.06); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M11) the identification to the ~~Indenture~~ Note Trustee in an Officer’s 's Certificate of a any Person (other than the Administrator and the Servicer) with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section ~~3.7(b~~3.07(b)); (N12) the preparation and ~~delivery~~ filing of ~~written notice~~ all documents required under the Statute relating to the Indenture Trustee, the Backup Servicer and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure transfer of the ~~Servicer~~ ownership or security interest in the Transition Property other than those required to ~~perform any of its duties or obligations under~~ be made by the ~~Sale and Servicing Agreement with respect~~ Seller pursuant to the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Related Agreements (Section ~~3.7(d~~3.07(i)); (O13) the annual preparation and delivery of ~~written notice~~ an Officer's Certificate to the ~~Depositor, the Indenture~~ Note Trustee, the ~~Backup Servicer~~ Certificate Trustee, the Finance Authority and the Rating Agencies ~~of any termination of the Servicer’s rights~~ as to compliance with conditions and ~~powers~~ covenants under the ~~Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the~~ Note Indenture ~~Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement~~ (Section ~~3.7(f)~~3.09); (~~P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q~~14) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Note Issuer from its obligations under the Note Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (R15) promptly after an Authorized Officer of the ~~preparation and~~ Administrator has actual knowledge thereof, the delivery of written notice to the ~~Indenture~~ Note Trustee, the ~~Backup Servicer~~Certificate Trustee, the ~~Depositor~~ Finance Authority and the Rating Agencies of each Event of Default under the Note Indenture, each ~~default~~ Servicer Default by the ~~Depositor, the Servicer or the Backup~~ Servicer under and as defined in the ~~Sale and~~ Servicing Agreement and each default by the Seller ~~or the Depositor~~ of its obligations under the ~~Receivables Purchase~~ Sale Agreement (~~Section 3.18); (S~~Sections 3.07(d) ~~upon the request of the Indenture Trustee, the duty to execute~~ and ~~deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section~~ 3.20); (T16) the ~~monitoring~~ preparation of ~~the Issuer’s obligations as~~ or obtaining of an Officer's Certificate, an Opinion of Counsel and an Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture ~~and the preparation of an Officer’s Certificate and the obtaining~~ under Section 4.01 of the ~~Opinion~~ Note Indenture or (ii) the exercise of ~~Counsel~~ the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and ~~the Independent Certificate (if required) relating thereto (Section 4.1~~4.02); (U17) during any period when the ~~compliance with any written directive of~~ Note Trustee is not the ~~Indenture Trustee with respect~~ Note Registrar, the furnishing to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Note Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee list of the names and addresses of Noteholders ~~during any period when the Indenture Trustee is not~~ as required of the Note ~~Registrar~~ Issuer under Section 7.01 of the Note Indenture (Section ~~7.1~~7.01); (AA18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the ~~Commission, any applicable state agencies~~ Securities and Exchange Commission (the "SEC") and the ~~Indenture~~ Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the ~~Commission and any applicable state agencies~~ SEC and the transmission of such summaries, as necessary, to the ~~Noteholders~~ Note Trustee (~~Section 7.3~~Sections 3.07(h) and 7.03); (BB19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the ~~Indenture~~ Note Trustee’s 's name, the preparation ~~and delivery~~ of Issuer Orders, ~~Officer’s Certificates~~ and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to ~~the~~ investment and reinvestment of funds in the Collection ~~Account~~ Account, the making of written requests to the Note Trustee for Operating Expenses due and payable before any Payment Date and the ~~Reserve Account~~ making of Issuer Requests to obtain the release of excess funds from the Capital Subaccount (Sections ~~8.2~~ 8.02 and ~~8.3~~8.03); (CC21) the preparation of Issuer Requests and ~~delivery of an Issuer Request and Officer’s Certificate~~ Officers' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.04 and ~~8.5~~8.05); (DD22) the preparation ~~and delivery~~ of Issuer Orders and the obtaining of ~~an Opinion of Counsel~~ Officers' Certificates with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1, 9.2~~ 9.01 and ~~9.3~~9.02); (EE23) if required by the ~~execution and delivery~~ Note Trustee or the Note Issuer, the preparation of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.04); (~~FF) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG~~24) the preparation and delivery of the written notification of the Note Issuer or, if requested by the Note Trustee, to be given by the Note Trustee of any redemption of the Notes as required under Section 10.01 or 10.04 of the Note Indenture (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and ~~the~~ obtaining of ~~an Opinion~~ all Opinions of Counsel and Independent Certificates, if necessary, with respect to any requests by the Note Issuer to the ~~Indenture~~ Note Trustee to take any action under the Note Indenture (Section ~~11.1(a), (c), (d) and (e~~11.01(a)); (HH26) the preparation or obtainment and delivery of ~~Officer’s~~ Officers' Certificates ~~and the obtaining of Opinions of Counsel~~ and Independent Certificates, if necessary, in connection with the deposit of any property with the Note Trustee that is to be made the basis for the release of property from the lien of the Note Indenture (Section ~~11.1(b~~11.01(b)); (II27) the ~~preparation~~ recording of the Note Indenture, if applicable, and ~~delivery~~ the obtaining of an Opinion of Counsel in connection therewith (Section 11.14) (28) the obtaining of evidence that the Rating Agency Condition shall have been satisfied whenever required to be obtained under the Note Indenture or other Related Agreement. (29) for so long as any Certificates are listed on the Luxembourg Stock Exchange and the rules and regulations of such exchange so require, the retaining of a listing agent, a transfer agent and a paying agent in Luxembourg, the giving of prompt written notice to the ~~Rating Agencies, upon~~ Certificate Issuer and the ~~failure~~ Certificate Trustee and any other agent appointed under Section 3.22 of the Note Indenture ~~Trustee to give such notification~~of prompt written notice of the location and identity, and of any change in the location or identity, of any such office or agency, and the ~~information~~ preparation of any reports or other filings required ~~pursuant~~ to be filed by the ~~Indenture~~ Note Issuer or the Certificate Issuer with the Luxembourg Stock Exchange (Section ~~11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6~~3.22); and (KK30) for so long as any Certificates are listed on the ~~recording~~ Luxembourg Stock Exchange and the rules and regulations of such exchange so require, the ~~Indenture, if applicable~~ giving of notices of redemption by publication in a daily newspaper in Luxembourg (~~Section 11.15~~Sections 10.02 and 10.05). (iib) The Administrator ~~(but not the Indenture Trustee if~~ shall also take all appropriate action that it is ~~then acting as successor Administrator) shall:~~the duty of the Note Issuer to take pursuant to the Underwriting Agreement including, without limitation, the following matters (references are to sections of the Underwriting Agreement): (A1) ~~pay~~ to the ~~Indenture Trustee from time~~ extent not already delivered, the delivery to ~~time such compensation~~ the Representatives (as defined in the Underwriting Agreement) and ~~fees~~ counsel for ~~all services rendered by~~ the ~~Indenture Trustee~~ Underwriters under the ~~Indenture~~ Underwriting Agreement (the "Underwriters"), of copies of the Registration Statement (as ~~have been agreed to~~ defined in ~~a separate fee schedule between~~ the ~~Administrator and the Indenture Trustee~~ Underwriting Agreement) (~~which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust~~Section 5(a)(iv)); (B2) ~~except~~ so long as ~~otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred~~ delivery of a prospectus by an Underwriter or ~~made~~ dealer may be required by the ~~Indenture Trustee in accordance with~~ Act, the delivery to the Representatives and counsel for the Underwriters of as many copies of any ~~provision of~~ Preliminary Final Prospectus and the ~~Indenture~~ Final Prospectus and any supplement thereto as the Representatives may reasonably request (~~including the reasonable compensation, expenses and disbursements of its agents and counsel~~Section 5(a)(iv)~~, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith~~); (C3) ~~indemnify~~ to the ~~Indenture Trustee and its agents for~~extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the filing with the SEC of reports on Form SR as required by Rule 463 under the Act, and ~~hold them harmless against~~the delivery of such reports on Form SR, as filed with the SEC, to the Representatives (Section 5(a)(iv)); (4) the preparation and, after execution by the Note Issuer, the filing of all documents and instruments necessary to qualify the Certificates for sale under the laws of such jurisdictions as the Representatives may designate, and the maintenance of such qualifications in effect so long as required for the distribution of the Certificates, subject to the qualifications, limitations and exceptions set forth in the Underwriting Agreement (Section 5(a)(v)); (5) the arrangement for the determination of the legality of the Certificates for purchase by institutional investors (Section 5(a)(v)); (6) to the extent not already performed by the Servicer, the delivery to the Representatives of the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture (Section 5(a)(vii)); (7) so long as any of the Certificates are outstanding, and to the extent not already performed by the Servicer, the delivery to the Representatives of (i) a copy of any filings with the DPUC pursuant to the Financing Order including, but not limited to, any ~~loss~~Issuance Advice Letters and (ii) from time to time, ~~liability or expense incurred without negligence or bad faith on their part arising out of or in connection with~~ any information concerning the ~~acceptance or administration of~~ Note Issuer to the ~~transactions contemplated by~~ extent readily available, that the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the IndentureRepresentatives may reasonably request (Section 5(a)(viii)); and (D8) to the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(r) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the ~~transactions contemplated~~ Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the ~~Trust~~ Note Issuer on or after the Closing Date (as defined in the Underwriting Agreement), ~~including~~ the ~~reasonable costs~~ delivery of such documents and ~~expenses~~ the taking of ~~defending themselves against any claim or liability in connection with~~ such actions (Section 5(a)(ix)). (c) The Administrator shall also take all appropriate action that it is the ~~exercise or performance~~ duty of ~~any of their powers or duties under~~ the ~~Trust~~ Note Issuer to take pursuant to the Inter-Creditor Agreement.

Appears in 1 contract

Samples: Administration Agreement (Cl&p Funding LLC)

Duties with Respect to the Related Agreements. (i) The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Issuer Letter of Representations. The Administrator agrees to perform all its duties as Administrator under the ~~Note Depository Agreement~~Indenture. The Administrator agrees to perform the duty of the Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section ~~2.5~~2.4); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.7(b)); (~~C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (~~D~~) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office or agency in the ~~Borough of Manhattan, The~~ City of New ~~York, where Notes may be surrendered~~ York for registration of transfer or exchange of Notes (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (I) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section 3.4); (J) the preparation and filing of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.5 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the ~~Officer’s~~ Officers’ Certificate and certain other ~~statements~~ statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (ML) the identification to the Indenture Trustee in an ~~Officer’s~~ Officers’ Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (NM) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of an Event of Servicing Termination ~~under~~ pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QN) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RO) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of ~~Default under the Indenture~~Default, Event of Servicing Termination and each default by the ~~Depositor, the Servicer or the Backup Servicer~~ Depositor under the Sale and Servicing ~~Agreement and each default by the Seller or the Depositor under the Receivables Purchase~~ Agreement (Section 3.18); (SP) ~~upon~~ the ~~request~~ taking of ~~the Indenture Trustee, the duty to execute and deliver such further instruments and do~~ such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor and the Servicer of their obligations under the Sale and Servicing Agreement (~~Section 3.20~~Sections 3.19 and 5.16); (TQ) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (UR) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in any manner permitted by law if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section 5.4); (VS) ~~the duty to take various lawful actions upon the request of~~ provide the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection~~ with the ~~Sale~~ information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and ~~Servicing Agreement~~ state and local income or ~~by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ franchise tax returns (Section ~~5.16~~6.6); (WT) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (XU) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (~~Section~~ Sections 6.8 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~V) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AAW) the preparation and, after execution by the Issuer, the filing with the ~~Commission,~~ Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBX) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Officers’ Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (DDY) the preparation ~~and delivery~~ of Issuer Orders and Issuer Requests and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1, 9.2~~ 9.1 and ~~9.3~~9.2); (EEZ) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.5); (FFAA) provide the ~~duty~~ Indenture Trustee with the form of notice necessary to ~~notify~~ deliver the notification of Noteholders of ~~redemption~~ the prepayment of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section 10.2); (GGBB) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)~~, (c), (d) and (e)~~); (HHCC) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJDD) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KKEE) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Chase Auto Owner Trust 2006-A)

Duties with Respect to the Related Agreements. ~~(i)~~ The Administrator ~~shall~~ agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Issuer Letter of Representations. The Administrator agrees to perform all its duties as Administrator under the ~~Note Depository Agreement~~Indenture. The Administrator agrees to perform the duty of the Issuer under Section 5.1(a) of the Sale and Servicing Agreement to move the Collection Account to a Qualified Institution or Qualified Trust Institution, as the case may be. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, certificates and opinions ~~that~~ as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the ~~Related Agreements~~Indenture and the Issuer Letter of Representations. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture,~~ Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Indenture Trustee (Section 2.2); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register and the office or offices where Notes may be surrendered for registration of transfer or exchange (Section ~~2.5~~2.4); (BC) the notification of Noteholders of the final principal payment on their Notes (Section ~~2.8(e~~2.7(b)); (~~C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (~~D~~) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E~~) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.9); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12); (F) the maintenance of an office or agency in the ~~Borough of Manhattan, The~~ City of New ~~York, where Notes may be surrendered~~ York for registration of transfer or exchange of Notes (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section 3.3); (I) the obtaining and preservation of the Issuer’s ~~existence and~~ qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or and agreement included in the Trust Estate (Section 3.4); (J) the preparation and filing of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other ~~instruments and~~ instruments, in accordance with Section 3.5 of the ~~taking of such other action as is~~ Indenture, necessary ~~or advisable~~ to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of ~~Counsel~~ Counsel, in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and the annual delivery of the ~~Officer’s~~ Officers’ Certificate and certain other ~~statements~~ statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9); (ML) the identification to the Indenture Trustee in an ~~Officer’s~~ Officers’ Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (NM) the ~~preparation and delivery~~ notification of ~~written notice to~~ the Indenture ~~Trustee, the Backup Servicer~~ Trustee and the Rating Agencies of an Event of Servicing Termination ~~under~~ pursuant to the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties ~~or obligations~~ under the Sale and Servicing ~~Agreement with respect to the Receivables~~Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (QN) the preparation and obtaining of documents and instruments required for the ~~consolidation or merger~~ release of the Issuer from its obligation under the Indenture (Section ~~3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b~~3.11(b)); (RO) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor and the Rating Agencies~~ Trustee of each Event of Default under the Indenture, each default by the Depositor, the Servicer or the Backup Servicer under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section ~~3.18~~3.17); (SP) ~~upon~~ the ~~request~~ taking of ~~the Indenture Trustee, the duty to execute and deliver such further instruments and do~~ such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture or to compel or secure the performance and observance by the Depositor and the Servicer of their obligations under the Sale and Servicing Agreement (~~Section 3.20~~Sections 3.18 and 5.16); (TQ) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an ~~Officer’s~~ Officers’ Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section 4.1); (UR) the preparation and delivery to the Indenture Trustee of any Officer’s Certificate delivered pursuant to Section 5.1 of the Indenture (Section 5.1); (S) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate ~~at one or more public or private sales called and conducted~~ in any manner permitted by law if an Event of Default shall have occurred and be continuing ~~under the Indenture~~ (Section 5.4); (VT) ~~the duty to take various lawful actions upon the request of~~ provide the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection~~ with the ~~Sale~~ information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and ~~Servicing Agreement~~ state and local income or ~~by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ franchise tax returns (Section ~~5.16~~6.6); (WU) the preparation and delivery of ~~written~~ notice to ~~the~~ Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (XV) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (~~Section~~ Sections 6.8 and 6.10); (~~Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z~~W) the furnishing ~~or causing to be furnished to~~ of the Indenture Trustee of with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AAX) the preparation and, after execution by the Issuer, the filing with the ~~Commission,~~ Securities and Exchange Commission and any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by ~~the~~ rules and regulations ofprescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BBY) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Officers’ Certificate, Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5); (DDZ) the preparation ~~and delivery~~ of Issuer Orders and Issuer Requests and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders ~~and the Rating Agencies, as applicable,~~ of notices with respect to such supplemental indentures (Sections ~~9.1, 9.2~~ 9.1 and ~~9.3~~9.2); (EEAA) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~9.5); (FFBB) provide the ~~duty~~ Indenture Trustee with the form of notice necessary to ~~notify~~ deliver the notification of Noteholders of ~~redemption~~ the prepayment of the Notes ~~or to cause the Indenture Trustee to provide such notification~~ (Section 10.2); (GGCC) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers’ Certificates, Opinions of Counsel and Independent ~~Certificates, if necessary,~~ Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)~~, (c), (d) and (e)~~); (HHDD) the preparation and delivery of ~~Officer’s~~ Officers’ Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJEE) the preparation and delivery to the Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KKFF) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (JPMorgan Chase Bank, National Association)

Duties with Respect to the Related Agreements. ~~(i)~~ The ~~Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the~~ Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s 's or the Owner Trustee’s 's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner ~~Trustee,~~ Trustee or shall cause the preparation by other appropriate persons ~~of,~~ of all such documents, reports, filings, instruments, orders, certificates and opinions ~~that it~~ as shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to ~~the~~ any Related ~~Agreements~~Agreement. In ~~furtherance of~~ addition to the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee ~~is obligated~~ to take pursuant to the ~~Indenture, including, without limitation,~~ Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (Ai) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, transfer or exchange, or otherwise), if any, and delivery of the same to the Indenture Trustee (if applicable) (Sections 2.03, 2.05, 2.06, 2.12(c) or 2.15); (ii) the duty to cause the Note Register to be ~~kept~~ kept, to appoint a successor Transfer Agent and Registrar, if necessary, and to give the Indenture Trustee notice of any appointment of a new ~~Note~~ Transfer Agent and Registrar and the location, or change in location, of the Note Register (Section ~~2.5~~2.05); (Biii) the ~~notification~~ furnishing of the Indenture Trustee, the Servicer, any Noteholder or the Paying Agent with the names and addresses of Noteholders after receipt of a written request therefor from the ~~final principal payment on their Notes~~ Indenture Trustee, the Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise specified in the Indenture (~~Section 2.8(e)~~Sections 2.09(a) and 7.01); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (Eiv) the preparation, obtaining or filing of the instruments, ~~opinions,~~ opinions and certificates and other documents required for the release of collateral (Section ~~2.10~~2.11); (Fv) the ~~maintenance of~~ duty to cause the Issuer to maintain an office or agency in within the Borough of Manhattan, ~~The~~ City of New ~~York~~York (and as otherwise set forth in an Indenture Supplement) and to give the Indenture Trustee and the Noteholders notice of the location, ~~where Notes may be surrendered for registration~~ or change in location, of ~~transfer~~ such office or ~~exchange~~ agency (Section ~~3.2~~3.02); (Gvi) the duty to direct the Indenture Trustee to deposit with any Paying Agent the sums specified in the Indenture and the preparation of an Issuer Order directing the investment of such funds in Eligible Investments (Section 3.03); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section ~~3.3~~3.03); (Hviii) the direction to Paying Agents to pay to the Indenture Trustee ~~to deposit monies with~~ all sums held in trust by such Paying ~~Agents, if any, other than the Indenture Trustee~~ Agents (Section ~~3.3~~3.03); (Iix) the duty to cause the Issuer to keep in full force its existence, rights and franchises as a Delaware business trust and the obtaining and preservation of the Issuer~~’s existence and~~ 's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other related instrument or and agreement ~~included in the Trust Estate~~ (Section ~~3.4~~3.04); (Jx) the preparation of all ~~supplements and amendments to the Indenture and all~~ supplements, amendments, financing statements, continuation statements, if any, instruments of further assurance and other instruments necessary to protect, maintain and enforce the ~~taking of such other action as is necessary or advisable to protect the Trust Estate~~ Collateral (Section ~~3.5~~3.05); (Kxi) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery obtaining of the Opinion of Counsel on the ~~Closing~~ Series Issuance Date and the annual delivery of Opinions of Counsel as to the ~~Trust Estate~~Collateral, and the annual delivery of the Officer’s 's Certificate ~~and certain other statements as to compliance with the Indenture~~ (~~Sections 3.6 and 3.9~~Section 3.06); (Mxii) the identification to the Indenture Trustee in an Officer’s 's Certificate of a Person with whom the Issuer has contracted to ~~perform~~ assist it in performing its duties under the Indenture (Section ~~3.7(b~~3.07(b)); (Nxiii) causing the delivery of notice by the Indenture Trustee to the Rating Agencies of the occurrence of any Servicer Default of which the Issuer has knowledge and the action, if any, being taken in connection with such default (Section 3.07(d)); (xiv) the ~~preparation and~~ delivery ~~of written notice~~ to the Indenture Trustee, within 120 days after the ~~Backup Servicer and~~ end of each fiscal year of the ~~Rating Agencies~~ Issuer of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement Officer's Certificate with respect to various matters relating to compliance with the ~~Receivables, the taking of all reasonable steps available to remedy such failure~~ Indenture (Section ~~3.7(d)~~3.09); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee, the Backup Servicer and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Qxv) the preparation and obtaining of ~~documents~~ documents, certificates, opinions and instruments required ~~for~~ in connection with the consolidation or merger ~~of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer~~ by the Issuer with or into any other Person or the sale of ~~its properties or~~ the Issuer's assets substantially as an entirety to any Person (Section ~~3.10(b)~~3.10); (Rxvi) the ~~preparation and~~ delivery of ~~written~~ notice to the Indenture ~~Trustee, the Backup Servicer, the Depositor~~ Trustee and ~~the~~ each Rating ~~Agencies~~ Agency of (1) each Event of ~~Default under the Indenture~~Default, (2) each default by the ~~Depositor, the~~ Servicer or the ~~Backup Servicer~~ Transferor under the ~~Sale~~ Transfer and Servicing ~~Agreement and~~ Agreement, (3) each default by ~~the~~ a Seller ~~or the Depositor~~ under ~~the~~ a Receivables Purchase Agreement and (4) any action taken by the Indenture Trustee pursuant to the Indenture (Section ~~3.18~~3.19); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (Txvii) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and the preparation and delivery of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate ~~(if required)~~ relating thereto (Section ~~4.1~~4.01); (Uxviii) the compliance with any ~~written~~ directive of the Indenture Trustee with respect to the sale of the ~~Trust Estate at one or more public or private sales called and conducted in any manner permitted by law~~ Collateral if an Event of Default shall have occurred and be continuing ~~under~~ and the ~~Indenture~~ Notes have been accelerated (Section ~~5.4~~5.05); (Vxix) the ~~duty~~ preparation and deliveryof an Officer's Certificate to ~~take various lawful actions upon the request of~~ be delivered to the Indenture Trustee ~~in connection with compelling or securing the performance and observance by the Depositor~~ and the ~~Servicer~~ deliverance of ~~their respective obligations~~ such Officer's Certificate to the ~~Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement~~ Noteholders (Section ~~5.16~~6.03(b)); (Wxx) ~~the preparation and delivery of written notice to the Noteholders of~~ the removal of the Indenture ~~Trustee~~ Trustee, if necessary and in compliance with the Indenture, and the appointment of a successor ~~Indenture Trustee~~ (Section ~~6.8~~6.08); (Xxxi) the preparation and deliveryof various reports to be filed with the Indenture Trustee and the Commission, as applicable (Section 7.03); (xxii) notifying the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer ~~Request~~ Order and Officer’s 's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the ~~Trust Estate~~ Collateral (Sections ~~8.4~~ 8.09 and ~~8.5~~8.10); (DDxxiv) the preparation and ~~delivery of~~ deliveryof Issuer ~~Orders~~ Orders, agreements, certificates, instruments, consents and other documents and the obtaining of ~~an Opinion~~ Opinions of Counsel with respect to the execution of supplemental indentures ~~and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures~~ (Sections ~~9.1~~3.07(f), ~~9.2~~ 10.01, 10.02 and ~~9.3~~10.03); (EExxv) the execution ~~and delivery~~ of new Notes conforming to any supplemental indenture (Section ~~9.6~~10.06); (FFxxvi) in connection with a Defeasance, compliance with the ~~duty to notify Noteholders~~ provisions of ~~redemption~~ Section 11.04 of the ~~Notes or to cause the~~ Indenture ~~Trustee to provide such notification~~ (Section ~~10.2~~11.04); (GGxxvii) the preparation ~~and delivery~~ of ~~Officer’s Certificates and the obtaining of an Opinion~~ all Officers' Certificates, Opinions of Counsel ~~and Independent Certificates~~and, if necessary, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section ~~11.1(a), (c), (d) and (e~~12.01(a)); (HHxxviii) the preparation and delivery of ~~Officer’s~~ Officers' Certificates and the obtaining of ~~Opinions of Counsel and~~ Independent Certificates, if necessary, in connection with the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of property from the lien of the Indenture (Section ~~11.1(b~~12.01(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJxxix) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section ~~11.6~~12.06); and (KKxxx) compliance with the ~~recording~~ provisions of the ~~Indenture~~Transfer and Servicing Agreement, if Indenture Supplement and Trust Agreement applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust AgreementIssuer.

Appears in 1 contract

Samples: Administration Agreement (Nordstrom Inc)

Duties with Respect to the Related Agreements. (i) The Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5); (B) the notification of Noteholders of the final principal payment on their Notes (Section 2.8(e)); (C) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13); (D) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (E) the preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral (Section 2.10); (F) the maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange (Section 3.2); (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3); (I) the obtaining and preservation of the Issuer’s existence and qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate (Section 3.4); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.5); (K) the duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a)); (L) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (M) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.7(b)); (N) the preparation and delivery of written notice to the Indenture Trustee[, the Backup ~~Servicer~~ Servicer][, the Swap Counterparty] and the Rating Agencies of an Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.7(d)); (O) the preparation and delivery of written notice to the Depositor, the Indenture Trustee[, the Backup ~~Servicer~~ Servicer][, the Swap Counterparty] and the Rating Agencies of any termination of the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of the Backup Servicer becoming the Servicer or any appointment of a Successor Servicer under the Sale and Servicing Agreement (Section 3.7(f)); (P) the duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing Agreement (Section 3.14); (Q) the preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi)) or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (R) the preparation and delivery of written notice to the Indenture Trustee, [the Backup Servicer, ,] [the Swap Counterparty,] the Depositor and the Rating Agencies of each Event of Default under the Indenture, each default by the Depositor, the Servicer [or the Backup ~~Servicer~~ Servicer] under the Sale and Servicing Agreement and each default by the Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18); (S) upon the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20); (T) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section 4.1); (U) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing under the Indenture (Section 5.4); (V) the duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement (Section 5.16); (W) the preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (X) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10); (Y) the maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor Vehicle Sales Finance Company Act (Section 3.21); (Z) the furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (AA) the preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3); (BB) the opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in the Collection Account and the Reserve Account (Sections 8.2 and 8.3); (CC) the preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5); (DD) the preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental indentures and the mailing to the ~~Noteholders~~ Noteholders[, the Swap Counterparty] and the Rating Agencies, as applicable, of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3); (EE) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6); (FF) the duty to notify Noteholders [and the Swap Counterparty] of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (GG) the preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a), (c), (d) and (e)); (HH) the preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); (II) the preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to the Indenture (Section 11.4); (JJ) the preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6); and (KK) the recording of the Indenture, if applicable (Section 11.15). (ii) The Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall: (A) pay the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Appears in 1 contract

Samples: Administration Agreement (Carmax Auto Funding LLC)

Common use of Duties with Respect to the Related Agreements Clause in Contracts