Common use of Trust Administrator Clause in Contracts

Trust Administrator. (a) If specified in the Terms Schedule, the Trustee shall appoint a Trust Administrator for the Trust (the "Trust Administrator"). The entity serving as the Trust Administrator may be the Trustee, the Depositor, [Commerzbank Capital Markets Corp.], an affiliate of any of them, the Deposited Asset Provider or any third party and may have other normal business relationships with the trustee, Comcertz ABS Corporation, their affiliates or the Deposited Asset Provider. The Trust Administrator shall perform such duties, shall have such obligations and shall be entitled to such compensation each as is specified in the Terms Schedule and/or such other trust administrator agreement by and between the Trustee and the Trust Administrator. (b) If any document in respect of any of the Deposited Assets is found to be missing or defective in any material respect, the trustee (or such custodian) will immediately notify the Trust Administrator, if any, and Depositor, and the Trust Administrator, if any, and the trustee will immediately notify the relevant person who sold the applicable Deposited Asset to Depositor (a "Deposited Asset Provider"). If and to the extent specified in the applicable prospectus supplement and the Terms Schedule attached hereto, the Deposited Asset Provider cannot cure such omission or defect within 60 days after receipt of notice, the Deposited Asset Provider will be obligated, within 90 days of receipt of notice, to repurchase the related Deposited Asset from the trustee at the Purchase Price (as defined below) or provide a substitute for the Deposited Asset. The Trust Administrator, if any, or otherwise the trustee is obligated to use its best efforts to enforce such obligation, provided, however, that, neither such Trust Administrator nor Depositor will be obligated to repurchase or substitute for such Deposited Asset if the Deposited Asset Provider defaults on its obligation. Unless otherwise specified in the applicable Prospectus Supplement and the Terms Schedule attached hereto, when applicable, this repurchase or substitution obligation constitutes the sole remedy available to the certificateholders or the trustee for omission of, or a material defect in, or failure to provide, a constituent document. (c) The Trustee is not accountable for the use or application by or on behalf of any Trust Administrator of any funds paid to the Trust Administrator or its designee in respect of such Certificates or the Deposited Assets, or deposited into or withdrawn from the related Certificate Account or any other account by or on behalf of the Trust Administrator. (d) The Trust Administrator may resign from its obligations and duties under the Trust Agreement with respect to any series of Certificates only if such resignation, and the appointment of a successor, will not result in a withdrawal or downgrading of the rating of any class of Certificates of such series, or upon a determination that its duties under the Trust Agreement with respect to such series are no longer permissible under applicable law. No resignation will become effective until the trustee or a successor has assumed the Trust Administrator's obligations and duties under the Trust Agreement with respect to such series. (e) Neither a Trust Administrator, the Depositor nor any director, officer, employee, or agent of the Trust Administrator or the Depositor will incur any liability to the related Trust or Holders for any action taken, or for refraining from taking any action, in good faith pursuant to the trust agreement or for errors in judgment; provided, however, that none of the Trust Administrator, the Depositor nor any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties thereunder or by reason of reckless disregard of obligations and duties thereunder. The trust agreement will further provide that, unless otherwise provided in the Terms Schedule, a Trust Administrator, the Depositor and any director, officer, employee or agent of the Trust Administrator or the Depositor will be entitled to indemnification by the Trust and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to the trust agreement or the certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties thereunder or by reason of reckless disregard of obligations and duties thereunder. In addition, the Trust Agreement will provide that neither a Trust Administrator nor the Depositor will be under any obligation to appear in, prosecute or defend any legal action which is not incidental to their respective responsibilities under the trust agreement or which in its opinion may cause it to incur any expense or liability. Each of the Trust Administrator or the Depositor may, however, in its discretion undertake any action which it may deem necessary or desirable with respect to the Trust Agreement and the rights and duties of the parties thereto and the interests of the Holders thereunder. (f) Any person into which a Trust Administrator may be merged or consolidated, or any person resulting from any merger or consolidation to which a Trust Administrator is a part, or any person succeeding to the business of a Trust Administrator, will be the successor of the Trust Administrator under the trust agreement with respect to the certificates of any given series.