ADMINISTRATION AGREEMENTFinancial Services Agreement |
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Search Financial Services Agreement by:
Exhibit 99.2
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EXECUTION COPY
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated
as of November 21, 2006 (as from
time to time amended, supplemented or otherwise modified and in effect, this
"Agreement"), is by and among USAA AUTO OWNER TRUST 2006-4, a Delaware
statutory trust (the "Issuer"), USAA FEDERAL SAVINGS BANK, a
federally
chartered savings association, as administrator (in such capacity, the
"Administrator"), and THE BANK OF NEW YORK, a New York banking
corporation,
not in its individual capacity but solely as Indenture Trustee (in such
capacity, the "Indenture Trustee").
WHEREAS, the Issuer is issuing the
Notes pursuant to the Indenture and
the Certificates pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including (i) the Sale and Servicing
Agreement, (ii) the Note Depository Agreement and (iii) the Indenture (the
Trust Agreement, the Sale and Servicing Agreement, the Note Depository
Agreement and the Indenture being referred to hereinafter collectively as the
"Related Agreements");
WHEREAS, the Issuer and the Owner
Trustee desire to have the
Administrator perform certain duties of the Issuer and the Owner Trustee under
the Related Agreements and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuer and the
Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the
capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein.
NOW, THEREFORE, in consideration of
the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Definitions and Usage. Except as
otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto, which also contains rules as
to usage that shall be applicable herein.
2. Duties of the Administrator. (a)
Duties with Respect to the Indenture
and the Note Depository Agreement. (i) The Administrator agrees to perform all
its duties as Administrator and the duties of the Issuer under the Note
Depository Agreement. In addition, the Administrator shall consult with the
Owner Trustee regarding the duties of the Issuer under the Indenture and the
Note Depository Agreement. The Administrator shall monitor the performance of
the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the Issuer's duties under the Indenture and the Note Depository
Agreement. The Administrator shall prepare for execution by the Issuer, or
shall cause the preparation by other appropriate Persons of, all such
documents, reports, filings, instruments, notices, certificates and opinions
that it shall be the duty of the Issuer to prepare, file or deliver pursuant
to the Indenture
<PAGE>
and the Note Depository Agreement. In furtherance of the foregoing, the
Administrator shall take, in the name and on behalf of the Issuer, all
appropriate action that is the duty of the Issuer to take, pursuant to the
Indenture including, without limitation, such of the foregoing as are required
with respect to the following matters under the Indenture (references are to
sections of the Indenture):
(A) the preparation of or
obtaining of the documents and instruments
required for execution of the Notes
and delivery of the same to the
Indenture Trustee for authentication
(Section 2.2);
(B) the duty to cause the Note
Register to be kept and to give the
Indenture Trustee notice of any
appointment of a new Note Registrar and
the location, or change in location,
of the Note Register and the
determination as to whether the
requirements of UCC Section 8-401(a) are
met and the preparation of an Issuer
Request requesting the Indenture
Trustee to authenticate and deliver
Notes in connection with any transfer
or exchange (Section 2.5);
(C) the determination as to
whether the requirements of UCC Section
8-405 are met and the preparation of
an Issuer Request requesting the
Indenture Trustee to authenticate
and deliver replacement Notes in lieu
of mutilated, destroyed, lost or
stolen Notes (Section 2.6);
(D) the determination of the
expenses associated with the issuance
of replacement Notes (Section
2.6(b));
(E) the preparation, obtaining
or filing of Issuer Requests,
instruments, opinions and
certificates and other documents required for
the release of property from the
lien of the Indenture (Section 2.10);
(F) the preparation of
Definitive Notes in accordance with the
instructions of the Clearing Agency
and delivery of such to the Indenture
Trustee (Section 2.13);
(G) the maintenance and notice
of location of the office in the
Borough of Manhattan, The City of
New York, for registration of transfer
or exchange of Notes if the
Indenture Trustee ceases to maintain such an
office (Section 3.2);
(H) the duty to cause newly
appointed Note Paying Agents, if any, to
deliver to the Indenture Trustee the
instrument specified in the
Indenture regarding funds held in
trust (Section 3.3(c));
(I) the delivery of the Issuer
Order to the Indenture Trustee to
deposit monies with Note Paying
Agents, if any, other than the Indenture
Trustee (Section 3.3(d));
(J) the delivery of an Issuer
Request for publication and
notification of unclaimed amounts
(Section 3.3(e));
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<PAGE>
(K) the maintenance of the
Issuer's status as a statutory trust and
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 or agreement included
in the Indenture Trust Estate
(Section 3.4);
(L) the preparation and filing,
as applicable, of all supplements
and amendments to the Indenture and
all financing statements,
continuation statements, instruments
of further assurance and other
instruments and the taking of such
other action as is necessary or
advisable to protect the Indenture
Trust Estate (Sections 3.5 and
3.7(c));
(M) the delivery of the Opinion
of Counsel on the Closing Date and
the annual delivery of Opinions of
Counsel as to the Indenture Trust
Estate, and the annual delivery of
the Officer's Certificate and certain
other statements as to compliance with
the Indenture (Sections 3.6 and
3.9);
(N) the identification to the
Indenture Trustee in an Officer's
Certificate of any Person with whom
the Issuer has contracted to perform
its duties under the Indenture
(Section 3.7(b));
(O) the notification of the
Indenture Trustee and the Rating
Agencies of an Event of Servicing
Termination under the Sale and
Servicing Agreement and, if such
Event of Servicing Termination arises
from the failure of the Servicer to
perform any of its duties under the
Sale and Servicing Agreement with
respect to the Receivables, the taking
of all reasonable steps available to
remedy such failure (Section
3.7(d));
(P) the appointment of the
Successor Servicer and preparation of the
related servicing agreement (Section
3.7(e));
(Q) the notification of the
termination of the Servicer and
appointment of the Successor
Servicer (Section 3.7(f));
(R) the preparation and
obtaining of any documents, instruments and
opinions required for the
consolidation or merger of the Issuer with
another entity or the transfer by
the Issuer of its properties or assets
(Section 3.10);
(S) the delivery of a letter
for release (Section 3.11(b));
(T) the duty to cause the
Servicer to comply with Sections 3.9,
3.10, 3.11, 3.12, 3.13 and 4.9 and
Article VI of the Sale and Servicing
Agreement (Section 3.14);
(U) upon the request of the
Indenture Trustee, the execution and
delivery of any instruments and the
undertaking of any actions reasonably
necessary to carry out more
effectively the purpose of the Indenture
(Section 3.17);
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<PAGE>
(V) 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 any party to the Sale and
Servicing Agreement (Section 3.19);
(W) the monitoring of the
Issuer's obligations as to the
satisfaction and discharge of the
Indenture and the preparation of an
Officer's Certificate and the
obtaining of the Opinions of Counsel and
the Independent Certificate relating
thereto and the demand to the
Indenture Trustee for execution of
certain instruments (Section 4.1);
(X) the monitoring of the
Issuer's obligations as to the
satisfaction, discharge and
defeasance of the Notes and the preparation
of an Officer's Certificate and the
obtaining of an opinion of a
nationally recognized firm of
independent certified public accountants, a
written certification thereof and
the Opinions of Counsel relating
thereto (Section 4.1);
(Y) the demand to remit monies (Section
4.3);
(Z) the preparation of an
Officer's Certificate to the Indenture
Trustee after the occurrence of any
event which with the giving of notice
and the lapse of time would become
an Event of Default under Section
5.1(iii) of the Indenture, its
status and what action the Issuer is
taking or proposes to take with
respect thereto (Section 5.1);
(AA) the compliance with any
written directive of the Indenture
Trustee with respect to the sale of
the Indenture Trust Estate at one or
more public or private sales called
and conducted in any manner permitted
by law if an Event of Default shall
have occurred and be continuing
(Section 5.4);
(AB) the undertaking of actions
set forth in Section 5.16 as
requested by the Indenture Trustee
(Section 5.16);
(AC) the payment of expenses,
costs and indemnities to the Indenture
Trustee (Section 6.7);
(AD) the removal of the
Indenture Trustee upon the occurrence of
certain events, the preparation and delivery
of notice to Noteholders of
the removal of the Indenture
Trustee, the appointment of a successor
Indenture Trustee, the payment of
any expenses incurred in changing an
indenture trustee, and, if
necessary, the petition of a court of
competent jurisdiction for the
appointment of a successor Indenture
Trustee (Section 6.8);
(AE) the furnishing of the
Indenture Trustee with the names and
addresses of Noteholders during any
period when the Indenture Trustee is
not the Note Registrar (Section
7.1);
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<PAGE>
(AF) the preparation and, after
execution by the Issuer, the filing
with the Commission, any applicable
state agencies and the Indenture
Trustee of documents required to be
filed on a periodic basis with, and
summaries thereof as may be required
by rules and regulations prescribed
by, the Commission and any
applicable state agencies and the transmission
of such summaries, as necessary, to
the Noteholders (Section 7.3(a)); it
being understood by the parties
hereto that the Indenture Trustee shall
have no duty or obligation to sign
or file any report required to be
filed with the Commission or any
other state agency or provide any
certification to any such Person or
to the Administrator or any other
Person that is obligated to sign and
file any such report;
(AG) the notification to the
Indenture Trustee of the listing of the
Notes on any stock exchange (Section
7.4);
(AH) 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
Indenture Trust Estate (Sections 8.4
and 8.5);
(AI) 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
9.1, 9.2 and 9.3);
(AJ) the determination to
execute and deliver new Notes conforming
to any supplemental indenture
(Section 9.6);
(AK) the notice and deposit of
money for prepayment of the Notes
(Section 10.1);
(AL) the notice to the
Indenture Trustee and the duty to cause the
Indenture Trustee to provide
notification to Noteholders of prepayment of
the Notes (Section 10.2);
(AM) the preparation of all
Officer's Certificates, Issuer Requests
and Issuer Orders and the obtaining
of Opinions of Counsel and






