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EXHIBIT 10.2
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ADMINISTRATION AGREEMENT
Between
TLFC IV EQUIPMENT LEASE TRUST 1996-1
Issuer
and
TRANS LEASING INTERNATIONAL, INC.
Administrator
Dated as of November 26, 1996
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THIS ADMINISTRATION AGREEMENT, is made and entered into as of
November 26, 1996, between TLFC IV EQUIPMENT LEASE TRUST 1996-1, a Delaware
business trust (the "Issuer"), and TRANS LEASING INTERNATIONAL, INC., a
Delaware corporation, as administrator (the "Administrator").
W I T N E S S E T H :
WHEREAS, the Issuer is issuing Notes pursuant to an Indenture,
dated as of the date hereof (as amended and supplemented from time to time, the
"Indenture"), between the Issuer and the Indenture Trustee;
WHEREAS, the Issuer has entered into (or assumed) certain
agreements in connection with the issuance of the Notes and the Trust
Certificates, including (i) the Pooling and Servicing Agreement, (ii) the
Depository Agreement, (iii) the Indenture and (iv) the Trust Agreement;
WHEREAS, pursuant to the Basic Documents, the Issuer and
Bankers Trust (Delaware), as Owner Trustee, are required to perform certain
duties in connection with (a) the Notes and the Collateral and (b) the Trust
Certificates;
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer 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 Basic Documents as the
Issuer and the Owner Trustee may from time to time request;
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 premises and the
mutual covenants herein contained, the parties agree as follows:
1. Certain Definitions. Certain capitalized terms used
in this Agreement are defined in and shall have the respective meanings
assigned them in (a) the Pooling and Servicing Agreement, dated as of the date
hereof, among the Issuer, TL Lease Funding Corp. IV, a Delaware corporation
(the "Seller"), and Trans Leasing International, Inc., a Delaware corporation,
as initial Servicer (as amended and supplemented from time to time, the
"Pooling and Servicing Agreement"), (b) the Trust Agreement, dated as of the
date hereof, between Bankers Trust (Delaware) as Owner Trustee and the Seller
(as amended and supplemented from time to time, the "Trust Agreement") and (c)
the Indenture. All references herein to
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"the Agreement" or "this Agreement" are to this Administration Agreement, and
all references herein to Sections are to Sections of this Agreement unless
otherwise specified.
2. Duties of the Administrator.
(a) Duties with Respect to the Depository Agreement and
the Indenture. The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Indenture and the
Depository Agreement. In addition, the Administrator shall consult with the
Owner Trustee regarding the duties of the Issuer under the Indenture and the
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 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, certificates, notices and opinions as it shall be the
duty of the Issuer to prepare, file or deliver pursuant to the Indenture and
the Depository Agreement. In furtherance of the foregoing, the Administrator
shall take all appropriate action that it 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):
(i) the preparation of or obtaining of the documents and
instruments required for authentication of the Notes and delivery of
the same to the Indenture Trustee (Section 2.2);
(ii) 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 2.4);
(iii) the notification of the Noteholders of the final
principal payment on their Notes (Section 2.7(b));
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents required
for the release of the Collateral (Section 2.9);
(v) the preparation of Definitive Class A Notes and
arranging the delivery thereof (Section 2.12);
(vi) the obtaining and approving of opinions and
certificates in connection with the transfers of Class B Notes
(Section 2.15);
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(vii) the maintenance of an office in the Borough of
Manhattan, the City of New York, for registration of transfer or
exchange of Notes (Section 3.2);
(viii) 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 3.3(c));
(ix) the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture Trustee
(Section 3.3(c));
(x) 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 Indenture Trust Estate
(Section 3.4);
(xi) the preparation of all supplements, amendments,
financing statements, continuation statements, instruments of further
assurance and other instruments, in accordance with Section 3.5 of the
Indenture, necessary to protect the Indenture Trust Estate (Section
3.5);
(xii) the delivery of the Opinion of Counsel on the Closing
Date, in accordance with Section 3.6 of the Indenture, as to the
Indenture Trust Estate, and the annual delivery of the Officer's
Certificate and certain other statements, in accordance with Section
3.9 of the Indenture, as to compliance with the Indenture (Sections
3.6 and 3.9);
(xiii) the identification to the Indenture Trustee in an
Officer's Certificate of a Person with whom the Issuer has contracted
to perform its duties under the Indenture (Section 3.7(b));
(xiv) the notification of the Indenture Trustee of a
Servicer Default pursuant to the Pooling and Servicing Agreement and,
if such Servicer Default arises from the failure of the Servicer to
perform any of its duties under the Pooling and Servicing Agreement,
the taking of all reasonable steps available to remedy such failure
(Section 3.7(d));
(xv) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.11);
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(xvi) the delivery of notice to the Indenture Trustee of
each Event of Default under the Indenture, each default by the
Servicer or Seller under the Pooling and Servicing Agreement and each
default by the Originator or the Seller under the Contribution and
Sale Agreement (Section 3.19);
(xvii) 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 Opinion of Counsel and
the Independent Certificate relating thereto (Section 4.1);
(xviii) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Indenture Trust
Estate in a commercially reasonable manner if an Event of Default
shall have occurred and be continuing (Section 5.4(a));
(xix) the preparation and delivery of notice to the
Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section 6.8);
(xx) the preparation of any written instruments required
to confirm more fully the authority of any co-trustee or separate
trustee and any written instruments necessary in connection with the
resignation or removal of any co-trustee or separate trustee (Sections
6.8 and 6.10);
(xxi) the furnishing of the Indenture Trustee with the
names and addresses of the Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(xxii) 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);
(xxiii) the opening of one or more accounts in the Indenture
Trustee's name and all other actions necessary with respect to the
investment and reinvestment of funds in the Trust Accounts (Sections
8.2 and 8.3);
(xxiv) 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
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Xxxxxxxxx Xxxxx Xxxxxx as defined in the Indenture (Sections 8.4 and
8.5);
(xxv) 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);
(xxvi) the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.6);
(xxvii) the notification of the Indenture Trustee, the
Noteholders and the Rating Agencies of redemption of the Notes or the
duty to cause the Indenture Trustee to provide such notification
(Sections 10.1 and 10.2);
(xxviii) the preparation of all Officer's Certificates,
Opinions of Counsel and (if required by the TIA) 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));
(xxix) the preparation and delivery of Officer's
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of any property or securities from the lien
of the Indenture (Section 11.1(b));
(xxx) the notification of the Rating Agencies, upon
the failure of the Indenture Trustee to give such notification, of the
information required pursuant to Section 11.4 (Section 11.4);
(xxxi) the preparation and delivery to the
Noteholders and the Indenture Trustee of any agreements with
respect to alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable
(Section 11.15).
(b) Additional Duties.
(i) In addition to the duties of the Administrator set forth
above, the Administrator shall perform such calculations and shall
prepare for execution by the Issuer or the Owner Trustee or shall
cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates, notices and
opinions as it shall be the duty of the Issuer or the Owner Trustee to
prepare, file or deliver
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pursuant to the Basic Documents, and at the request of the Owner
Trustee shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to the Basic Documents.
Subject to Section 7 of this Agreement, and in accordance with the
directions of the Owner Trustee, the Administrator shall administer,
perform or supervise the performance of such other activities in
connection with the Collateral (including the Basic Documents) as are
not covered by any of the foregoing provisions and as are expressly
requested by the Owner Trustee and are reasonably within the
capability of the Administrator.
(ii) The Administrator is authorized to execute on behalf of the
Issuer 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 Basic Documents. Upon request, the Issuer
shall execute and deliver to the Administrator a power of attorney
appointing the Administrator its agent and attorney in fact to execute
all such documents, reports, filings, instruments, certificates and
opinions.
(iii) Notwithstanding anything in this Agreement or the
Basic Documents to the contrary, the Administrator shall be
responsible for performance of the duties of the Owner Trustee and the
Trust set forth in Sections 2.11 and 2.12 of the Trust Agreement with
respect to, among other things, the keeping of all appropriate books
and records of the Trust and with respect to tax matters.
(iv) The Administrator may satisfy any obligations it may have
with respect to clause (iii) above by retaining, at the expense
of the Trust payable by the Administrator, a firm of independent
public accountants acceptable to the Owner Trustee which shall perform
the obligations of the Administrator thereunder.
(v) The Administrator shall perform the duties of the
Administrator specified in Section 8.2 of the Trust Agreement required
to be performed in connection with the resignation or removal of the
Owner Trustee, and any other duties expressly required to be performed
by the Administrator under the Trust Agreement.
(vi) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its Affiliates;
provided, however, that the terms of any such transactions or dealings
shall be in accordance with any
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directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be
available from Persons that are not Affiliates of the Administrator.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the Administrator
shall not take any action unless, within a reasonable time before the
taking of such action, the Administrator shall have notified the Owner
Trustee of the proposed action and the Owner Trustee shall not have
withheld consent or provided an alternative direction. For the
purpose of the preceding sentence, "non-ministerial matters" shall
include, without limitation:
(A) the amendment of or any supplement to the
Indenture;
(B) the initiation of any claim or lawsuit by the
Issuer and the compromise of any action, claim or lawsuit brought by
or against the Issuer;
(C) the amendment, change or modification of any
of the Basic Documents;
(D) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to
the Indenture or the appointment of successor Administrators or
Successor Servicers, or the consent to the assignment by the Note
Registrar, Paying Agent or Indenture Trustee of its obligations under
the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not,
(A) make any payments to the Noteholders under the Basic Documents,
(B) sell the Indenture Trust Estate pursuant to Section 5.4 of the
Indenture or (C) take any other action that the Issuer directs the
Administrator not to take on its behalf.
3. Successor Servicer and Administrator. The Issuer
shall undertake, as promptly as possible after the giving of a Termination
Notice to the Servicer pursuant to Section 7.1(b) of the Pooling and Servicing
Agreement, to enforce the provisions of Sections 7.1, 7.2 and 7.3 of the
Pooling and Servicing Agreement
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with respect to the appointment of a successor Servicer. Such successor
Servicer shall, upon compliance with Sections 10(e)(ii) and (iii), become the
successor Administrator hereunder.
4. Records. The Administrator shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for
inspection by the Issuer and the Owner Trustee at any time during normal
business hours.
5. Compensation. As compensation for the performance of
the Administrator's obligations under this Agreement and as reimbursement for
its expenses related thereto, the Servicer shall pay the Administrator a fee in
the amount of $1,500 per month.
6. Additional Information to be Furnished to the Issuer.
The Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
7. Independence of the Administrator. For all purposes
of this Agreement, the Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.
8. No Joint Venture. Nothing contained in this
Agreement (a) shall constitute the Administrator and either of the Issuer or
the Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (b) shall be
construed to impose any liability as such on any of them or (c) shall be deemed
to confer on any of them any express, implied or apparent authority to incur
any obligation or liability on behalf of the others.
9. Other Activities of Administrator. Nothing herein
shall prevent the Administrator or its Affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.
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10. Term of Agreement; Resignation and Removal of
Administrator.
(a) This Agreement shall continue in force until the
termination of the Trust Agreement, upon which event this Agreement shall
automatically terminate.
(b) Subject to Section 10(e), the Administrator may
resign its duties hereunder by providing the Issuer with at least 60 days'
prior written notice.
(c) Subject to Section 10(e), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Section 10(e), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur:
(i) the Administrator shall default in the performance of
any of its duties under this Agreement and, after notice from the
Issuer of such default, shall not cure such default within ten days
(or, if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall
enter a decree or order for relief, and such decree or order shall not
have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to
the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator or
any substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
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The Administrator agrees that if any of the events specified
in clauses (ii) or (iii) of this Section 10(d) shall occur, it shall give
written notice thereof to the Issuer within seven days after the happening of
such event.
(e) No resignation or removal of the Administrator
pursuant to this Section 10 shall be effective until (i) a successor
Administrator shall have been appointed by the Issuer, (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of this
Agreement in the same manner as the Administrator is bound hereunder, and (iii)
the Rating Agency Condition has been satisfied with respect to such proposed
appointment.
11. Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant to
Section 10(a) or the resignation or removal of the Administrator pursuant to
Section 10(b) or (c), respectively, the Administrator shall be entitled to be
paid all fees and reimbursable expenses accruing to it to the effective date of
such termination, resignation or removal. The Administrator shall forthwith
upon such termination pursuant to Section 10(a) deliver to the Issuer all
property and documents of or relating to the Collateral then in the custody of
the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 10(b) or (c), respectively, the Administrator
shall cooperate with the Issuer and take all reasonable steps requested to
assist the Issuer in making an orderly transfer of the duties of the
Administrator.
12. No Petition. Notwithstanding any prior termination
of this Agreement, the Administrator, by entering into this Agreement, hereby
agrees that it will not, prior to the date which is one year and one day after
the final distribution with respect to (i) the Class A Notes and the Class B
Notes, (ii) the 1995-1 Notes, and (iii) any other indebtedness of the Issuer,
the Seller or any other trust formed by the Seller permitted under Section
2.7(1) of the Pooling and Servicing Agreement, acquiesce, petition or otherwise
invoke or cause the Seller or the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Seller or the Issuer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property or ordering the winding up or liquidation of
the affairs of the Seller or the Issuer.
13. Notices. Except as otherwise provided in this
Agreement, any notice or other communication herein required or
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permitted to be given shall be in writing and may be delivered in person, with
receipt acknowledged, or sent by United States mail, registered or certified,
postage prepaid and return receipt requested, or by Federal Express or other
nationally recognized overnight courier service, postage prepaid and
confirmation of receipt requested, and addressed as follows (or at such other
address as may be substituted by notice given as herein provided):
If to the Issuer or the Owner Trustee:
Bankers Trust (Delaware)
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
with a copy (which copy will not constitute notice to
the Issuer or the Owner Trustee) to each of:
Bankers Trust Company
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust & Agency Group
- Structured Finance
If to the Administrator:
Trans Leasing International, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Chief Financial Officer
with a copy (which copy will not constitute notice
to the Administrator) to:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxx X. Sugar
Every notice, demand, request, consent, approval, declaration or other
communication hereunder shall be deemed to have been duly given or served on
the date on which the same shall have been personally delivered, with receipt
acknowledged, three (3) Business Days after the same shall have been deposited
in the United States mail or on the next succeeding Business Day if the same
has been sent by Federal Express or other nationally recognized overnight
courier service. Failure or delay in delivering copies of any notice, demand,
request, consent, approval, declaration or other communication to the Persons
designated above to receive copies
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shall in no way adversely affect the effectiveness of such notice, demand,
request, consent, approval, declaration or other communication.
14. Amendments.
(a) This Agreement may be amended from time to time with
prior notice to the Rating Agencies by a written amendment duly executed and
delivered by the Issuer and the Administrator with the written consent of the
Owner Trustee, without the consent of the Noteholders or the
Certificateholders, for any of the following purposes:
(i) to add provisions hereof for the benefit of the
Noteholders and the Certificateholders or to surrender any right or
power herein conferred upon the Administrator;
(ii) to cure any ambiguity or to correct or supplement any
provision herein which may be inconsistent with any other provision
herein;
(iii) to evidence and provide for the appointment of a
successor Administrator hereunder and to add to or change any of the
provisions of this Agreement as shall be necessary to facilitate such
succession; and
(iv) to add any provisions to or change in any manner or
eliminate any of the provisions of this Agreement or of modify in any
manner the rights of the Noteholders or the Certificateholders;
provided, however, that such amendment under this Section 13(a)(iv)
shall not, as evidenced by an Opinion of Counsel, materially and
adversely affect in any material respect the interest of any
Noteholder or any Certificateholder.
(b) This Agreement may also be amended by the Issuer and
the Administrator with prior notice to the Rating Agencies and with the written
consent of the Owner Trustee, the Certificateholders and the Holders of Notes
evidencing at least a majority in the Outstanding Amount of the Notes as of the
close of the immediately preceding Payment Date for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Leases or payments or distributions
that are required to be made for the benefit of the Noteholders or the
Certificateholders, (ii) reduce the percentage of the Noteholders which are
required to
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consent to any amendment of this Agreement or (iii) modify or alter any
provision of this Section 13, except to provide that certain additional
provisions of this Agreement and the Basic Documents cannot be modified or
waived without the consent of each Noteholder and each Certificateholder
affected thereby, without, in any such case, the consent of the holders of all
the outstanding Notes and all outstanding Trust Certificates.
(c) Notwithstanding Sections 13(a) and (b), the
Administrator may not amend this Agreement without the permission of the Owner
Trustee, which permission shall not be unreasonably withheld.
15. Successors and Assigns. This Agreement may not be
assigned by the Administrator unless such assignment is previously consented to
in writing by the Issuer and the Owner Trustee and subject to the satisfaction
of the Rating Agency Condition in respect thereof. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Administrator, provided that such successor
organization executes and delivers to the Issuer and the Owner Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of such assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
17. Headings. The section headings hereof have been
inserted for convenience of reference only and shall not define or limit any of
the terms or provisions hereof.
18. Separate Counterparts, This Agreement may be executed
by the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
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19. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Trust
Certificate or the rights of the holder thereof.
20. Not Applicable to Trans Leasing International, Inc.
in Other Capacities. Nothing in this Agreement shall affect any obligation
Trans Leasing International, Inc. may have under the Basic Documents in any
other capacity.
21. Limitation of Liability of Owner Trustee.
Notwithstanding anything contained herein to the contrary, this instrument has
been signed by Bankers Trust (Delaware), not in its individual capacity but
solely as Owner Trustee and in no event shall Bankers Trust (Delaware) have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be
limited to and payable only out of the Trust Estate. For all purposes of this
Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles V, VI and VII of the Trust Agreement.
22. Third-Party Beneficiary. The Owner Trustee is a
third-party beneficiary to this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their respective officers as of the day and year first
above written.
TLFC IV EQUIPMENT LEASE TRUST 1996-1
By: BANKERS TRUST (DELAWARE),
not in its individual capacity,
but solely as Owner Trustee
on behalf of the Trust
By: ______________________________
Name:
Title:
TRANS LEASING INTERNATIONAL, INC.,
as Administrator
By: ______________________________
Name: Xxxxxx Xxxxxxx
Title: Vice President, Finance
and Chief Financial Officer
Acknowledged and Accepted:
MANUFACTURERS AND TRADERS TRUST COMPANY,
not in its individual capacity but
solely as Indenture Trustee
By: __________________________________
Name:
Title:
BANKERS TRUST (DELAWARE),
not in its individual capacity but
solely as Owner Trustee
By: __________________________________
Name:
Title:
