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Administration Agreement

 

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Title:

Administration Agreement

Entities:

Life Investors Variable Life Account a

Date:

2007

Size:

Preview shows 12KB of 46KB total

Price:

$41

ID:

#2717605

 

 

► Securities ► Administration Agreements

 

 

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ADMINISTRATION AGREEMENT


among

WORLD OMNI AUTO RECEIVABLES TRUST 2007-A

as Issuing Entity,

WORLD OMNI FINANCIAL CORP.,

as Administrator,

WORLD OMNI AUTO RECEIVABLES LLC,

as Depositor,

and

THE BANK OF NEW YORK

as Indenture Trustee

Dated as of February 21, 2007

 


 


ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT, dated as of February 21, 2007 (as amended from time to time, this Agreement), is among WORLD OMNI AUTO RECEIVABLES TRUST 2007-A, a Delaware statutory trust (the Issuing Entity), WORLD OMNI FINANCIAL CORP. (World Omni or in its capacity as administrator, the Administrator), WORLD OMNI AUTO RECEIVABLES LLC (the Depositor) and THE BANK OF NEW YORK, as Indenture Trustee (the Indenture Trustee).

W I T N E S S E T H:

WHEREAS, the Issuing Entity is a statutory trust under the Delaware Statutory Trust Act created by a trust agreement dated as of December 29, 2006 (as amended and restated as of the date hereof, and as may be further amended, supplemented or otherwise modified and in effect from time to time, the Trust Agreement) between the Depositor, as Depositor, and Deutsche Bank Trust Company Delaware, as Owner Trustee (together with its successors and assigns in such capacity, the Owner Trustee).

WHEREAS, the Issuing Entity is issuing Class A-1, 5.32000% Asset-Backed Notes, Class A-2, 5.32% Asset-Backed Notes, Class A-3, 5.23% Asset-Backed Notes, Class A-4, Floating Rate Asset-Backed Notes and Class-B, 5.31% Asset-Backed Notes, (collectively, the Notes) pursuant to an Indenture, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the Indenture), between the Issuing Entity and the Indenture Trustee (capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in, or incorporated by reference into, the Indenture);

WHEREAS, the Issuing Entity is issuing Certificates (the Certificates) pursuant to the Owner Trust Agreement;

WHEREAS, the Issuing Entity has entered into certain agreements in connection with the issuance of the Notes including (i) the sale and servicing agreement, dated as of the date hereof (as amended, supplemented or otherwise modified and in effect from time to time, the Sale and Servicing Agreement), among the Issuing Entity, the Depositor and World Omni, as servicer (in such capacity, the Servicer), (ii) a Letter of Representations, dated as of the date hereof, among the Issuing Entity, the Indenture Trustee and The Depository Trust Company (DTC) relating to the Notes (as amended, supplemented or otherwise modified and in effect from time to time, the Depository Agreement), (iii) the Indenture, (iv) the interest rate swap agreement, in effect on the date hereof, between the Trust and the Swap Counterparty (as may be amended, supplemented or otherwise modified and in effect from time to time, the Interest Rate Swap), and (v) the swap counterparty rights agreement, dated as of the date hereof, among the Trust, the Swap Counterparty, the Depositor and World Omni (as may be amended, supplemented or otherwise modified and in effect from time to time, the Swap Counterparty Rights Agreement) (the Sale and Servicing Agreement, the Depository Agreement, the Trust Agreement, the Indenture, the Interest Rate Swap and the Swap Counterparty Rights Agreement shall be referred to hereinafter collectively as the Related Agreements);

 

1


WHEREAS, pursuant to the Related Agreements, the Issuing Entity and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral therefor pledged pursuant to the Indenture (the Collateral), (ii) the Interest Rate Swap and (iii) the beneficial ownership interest in the Issuing Entity;

WHEREAS, the Issuing Entity and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuing Entity and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuing Entity 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 Issuing Entity 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 are hereby acknowledged, the parties hereto agree as follows:

Section 1. Duties of the Administrator.

(a) Primary Duties of the Administrator.

(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity and the Owner Trustee under the Related Agreements. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Agreements. The Administrator shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuing Entity or the Owner Trustee is required 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 and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);

(B) the preparation of or obtaining of the documents and instruments required for execution and authentication of temporary Notes and delivery of the same to the Indenture Trustee (Section 2.03);

 

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(C) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05);

(D) the duty to cause the replacement of lost or mutilated Notes upon the request of the Issuing Entity (Section 2.06);

(E) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.08(c));

(F) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.10);

(G) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);

(H) the maintenance of an office in the Borough of Manhattan, City of New York, for registration and transfer or exchange of Notes (Section 3.02);

(I) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);


 

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