Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture): (a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5); (ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9); (iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2); (v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3); (vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3); (vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5); (viii) the annual delivery of Opinions of Counsel as to the Trust Estate, and the 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); (ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17); (xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1); (xii) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16); (xiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2); (xv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4); (xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1); (xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (xx) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and (xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6). (b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture. (c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date. (d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee. (e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action. (f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 2 contracts
Sources: Trust Agreement (Ml Asset Backed Corp), Trust Agreement (Merrill Auto Trust Securitization 2005-1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 3.1 of the Servicing Agreement);
(ii) upon request, the furnishing to the Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Servicing Agreement (Section 3.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the priority set forth in Section 8.4 of the Indenture):. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.4 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(ac) The Depositor shall furnish to the appointment Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of a successor Note Registrar the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(bf) giving The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee notice or the Servicer) of any appointment all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of a new Note Registrar the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the location, or change Servicing Agreement:
(i) assistance in location, the obtaining and preserving of the Note Registrar Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.53.4 of the Indenture);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiii) 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 and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixiv) 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 documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiiv) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivi) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivvii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvviii) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixix) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.16 of the Indenture);
(xi) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiii) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 2 contracts
Sources: Trust Agreement (Bank of America Auto Trust 2012-1), Trust Agreement (Bank of America Auto Trust 2012-1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 3.1 of the Servicing Agreement);
(ii) upon request, the furnishing to the Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Servicing Agreement (Section 3.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the priority set forth in Section 8.4 of the Indenture):. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.4 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(ac) The Depositor shall furnish to the appointment Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of a successor Note Registrar the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(bf) giving The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee notice or the Servicer) of any appointment all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of a new Note Registrar the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the location, or change Servicing Agreement:
(i) assistance in location, the obtaining and preserving of the Note Registrar Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.53.4 of the Indenture);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiii) 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 and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixiv) 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 documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiiv) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivi) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivvii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvviii) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixix) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xi) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiii) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 2 contracts
Sources: Trust Agreement (Bank of America Auto Trust 2010-2), Trust Agreement (Bank of America Auto Trust 2010-2)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) 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 and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of a Event of Servicing Termination or an Additional Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(e));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.18);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.19);
(xixvii) 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 an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as annually (or upon any change thereto) a copy of the Indenture Trustee or Note Register. The Servicer shall furnish to the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar copies of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names all documents and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be reports required to be furnished provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Indenture TrusteeSale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Sources: Trust Agreement (Morgan Stanley Auto Loan Trust 2003-Hb1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) 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 and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of a Event of Servicing Termination or an Additional Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, upon the request of the Indenture Trustee the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(e));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.18);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.19);
(xixvii) 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 an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee. The Servicer shall furnish to the Owner Trustee copies of all documents and reports required to be provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Sale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Sources: Trust Agreement (Morgan Stanley Auto Loan Trust 2004-Hb1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the Indenture):
(a) assignment in trust for the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, benefit of the Note Registrar Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 2.53.1 of the Servicing Agreement);
(ii) upon request, the delivery for cancellation of any Note delivered furnishing to the Issuer for cancellation, Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the direction Servicer to destroy or return such Note carry out its servicing and administrative duties under the Servicing Agreement (Section 2.93.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of Definitive Notes all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the instructions priority set forth in Section 8.4 of the Clearing Agency Indenture. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.5 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(c) The Depositor shall furnish to the Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(f) The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee or the Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the Servicing Agreement:
(i) assistance in the obtaining and preserving of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.133.4 of the Indenture);
(ivii) [assistance in the designation engagement of an office agent of the Issuer for service of process in New York (including the Borough execution by the Depositor of Manhattan, City of New York, for registration of transfer any documents necessary or exchange of Notes advisable in connection therewith) (Section 3.24(b) of the Schedule to the Initial Interest Rate Swap Agreement);]
(viii) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiv) 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 and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixv) 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 documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiivi) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivviii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvix) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixx) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxi) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xii) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xiii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiv) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Sources: Trust Agreement (Bank of America Auto Receivables Securitization, LLC)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) 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 and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of a Servicer Termination Event or an Additional Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(f));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.20);
(xixvii) 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 an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as annually (or upon any change thereto) a copy of the Indenture Trustee or Note Register. The Servicer shall furnish to the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar copies of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names all documents and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be reports required to be furnished provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Indenture TrusteeSale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Sources: Trust Agreement (Goldman Sachs Asset Backed Securities Corp)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the Indenture):
(a) assignment in trust for the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, benefit of the Note Registrar Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 2.53.1 of the Servicing Agreement);
(ii) upon request, the delivery for cancellation of any Note delivered furnishing to the Issuer for cancellation, Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the direction Servicer to destroy or return such Note carry out its servicing and administrative duties under the Servicing Agreement (Section 2.93.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of Definitive Notes all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the instructions priority set forth in Section 8.4 of the Clearing Agency Indenture. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.4 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(c) The Depositor shall furnish to the Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(f) The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee or the Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the Servicing Agreement:
(i) assistance in the obtaining and preserving of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.133.4 of the Indenture);
(ivii) [assistance in the designation engagement of an office agent of the Issuer for service of process in New York (including the Borough execution by the Depositor of Manhattan, City of New York, for registration of transfer any documents necessary or exchange of Notes advisable in connection therewith) (Section 3.24(b) of the Schedule to the Initial Interest Rate Swap Agreement);]
(viii) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiv) 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 and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixv) 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 documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiivi) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement or (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivviii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvix) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixx) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxi) the recording of the Indenture, if applicable (Section 11.16 of the Indenture);
(xii) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xiii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiv) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Sources: Trust Agreement (Bank of America Auto Receivables Securitization, LLC)