Administrator Defaults Clause Samples
The "Administrator Defaults" clause defines the consequences and procedures that apply if the administrator under an agreement fails to perform their required duties or breaches their obligations. Typically, this clause outlines what constitutes a default, such as failure to make payments, mismanagement of funds, or neglecting administrative responsibilities, and specifies the steps that other parties may take in response, such as issuing notices, appointing a replacement, or triggering remedies. Its core practical function is to protect the interests of the parties by ensuring accountability and providing a clear process for addressing and resolving failures by the administrator.
Administrator Defaults. Each of the following shall constitute an “Administrator Default”:
(a) any failure by the Administrator to deliver to the AART Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the AART Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after (x) written notice is received by the Administrator from the AART Indenture Trustee or the AART Owner Trustee or (y) discovery of such failure by an officer of the Administrator;
(b) any failure on the part of the Administrator to duly observe or perform in any material respect any other covenants or agreements of the Administrator set forth in this Agreement (other than Section 4.08), the AART Indenture or the Trust Agreement, which failure (i) materially and adversely affects the rights of the Noteholders or the Certificateholders and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the AART Indenture Trustee or the AART Owner Trustee, or to the Administrator, the AART Indenture Trustee and the AART Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date;
(c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Administrator, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or
(d) the consent by the Administrator to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Administrator or of or relating to substantially all of its property; or the Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorg...
Administrator Defaults. Any of the following events shall constitute an "Administrator Default":
(a) any failure by the Administrator in its capacity as Administrator to make any payment, transfer or deposit, or deliver any report, required by any Transaction Document to be made by it or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit, which failure continues unremedied (A) in the case of distributions of interest to the Certificateholders or the delivery of such reports, for three Business Days and (B) in the payments not included in clause (A) above, for five Business Days after the date on which an Authorized Officer of the Administrator has actual knowledge of such failure; 45
(b) failure on the part of the Administrator duly to observe or perform in any material respect any other covenants or agreements of the Administrator set forth in this Agreement or any other Transaction Document, which failure has a Material Adverse Effect and continues unremedied for a period of 30 days after the earlier to occur of (i) the date on which the Administrator has knowledge thereof and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee, or to the Administrator and the Trustee by any Certificateholder;
(c) the Administrator shall assign its duties under this Agreement, except as permitted by Sections 3.01(b) and 8.03;
(d) any representation, warranty or certification made by the Administrator in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made or delivered, which has a material adverse effect on the Certificateholders of any Series and which material adverse effect continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee, or to the Administrator and the Trustee by any Certificateholder; or
(e) any Event of Bankruptcy shall occur with respect to the Administrator.
(f) the Administrator, Master Servicer or Servicer or any Affiliate thereof or any other Person (as such terms are defined in the applicable Transaction Documents and Trust Documents) is terminated or not continued as administrator, servicer or master servicer under any of the Trust Documents or under any securi...
Administrator Defaults. 60 Section 10.02 Trustee to Act; Appointment of Successor..................... 62 Section 10.03 Notification of Administrator Default; Notification of Appointment of Successor Administrator............................................. 65 ARTICLE XI THE TRUSTEE Section 11.01 Duties of Trustee............................................ 65 Section 11.02 Certain Matters Affecting the Trustee........................ 69 Section 11.03 Limitation on Liability of Trustee........................... 71 Section 11.04 Trustee May Deal with Other Parties.......................... 72 Section 11.05 Administrator To Pay Trustee's Fees and Expenses.................................................. 72 Section 11.06 Eligibility Requirements for Trustee......................... 73 Section 11.07 Resignation or Removal of Trustee............................ 74 Section 11.08 Successor Trustee............................................ 75 Section 11.09 Merger or Consolidation of Trustee........................... 75 Section 11.10 Appointment of Co-Trustee or Separate Trustee................................................... 76 Section 11.11
Administrator Defaults. 45 Section 10.02 Trustee to Act; Appointment of Successor .............................................................47 Section 10.03 Notification Of Administrator Default: Notification of Appointment of Successor Administrator ........................................................................................................49 ARTICLE XI