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EXHIBIT 99.4
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ADMINISTRATION AGREEMENT
AMONG
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
ISSUER
AND
GENERAL MOTORS ACCEPTANCE CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF MAY 18, 1999
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THIS ADMINISTRATION AGREEMENT is made as of May 18, 1999, among SUPERIOR
WHOLESALE INVENTORY FINANCING TRUST V, a Delaware business trust (the "Issuer"),
GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, as administrator
(the "Administrator"), and THE BANK OF NEW YORK, a New York banking corporation,
not in its individual capacity but solely as Indenture Trustee (the "Indenture
Trustee").
WITNESSETH:
WHEREAS, the Issuer is issuing the 1999-A Term Notes and the 1999-RN1
Revolving Note on the date hereof and may in the future issue additional Notes,
in each case pursuant to the Indenture between the Issuer and the Indenture
Trustee;
WHEREAS, the Issuer is issuing on the date hereof the 1999-A
Certificates, and may in the future issue additional Certificates, in each case
pursuant to the Trust Agreement;
WHEREAS, the Issuer has entered into (or assumed) certain agreements in
connection with the issuance of the Notes and the Certificates, including (i)
the Trust Sale and Servicing Agreement, (ii) the Depository Agreement and (iii)
the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer and Chase Manhattan
Bank Delaware, as Owner Trustee, are required to perform certain duties in
connection with (i) the Notes, (ii) the Collateral and (iii) the 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; 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 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 to them
in Part I of Appendix A to the Trust Sale and Servicing Agreement dated as of
May 18, 1999 among the Issuer, the Seller and General Motors Acceptance
Corporation, as Servicer (the "Trust Sale and Servicing Agreement"). All
references herein to "the Agreement" or "this Agreement" are to this
Administration Agreement, as it may be amended, supplemented or modified from
time to time, and all references herein to Sections are to Sections of this
Agreement unless otherwise specified. The rules of construction set forth in
Part II of such Appendix A shall be applicable to this Agreement.
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2. Duties of the Administrator.
(a) Duties with Respect to the Depository Agreement and the Indenture.
(i) 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):
(A) the preparation of (or obtaining of) the documents and
instruments required for issuance of the Notes (if not prepared or
obtained by the Issuer), including the Officer's Issuance Certificate and
Opinion of Counsel to be delivered in connection with the issuance of
each series of Notes, the coordination with the holders of the Revolving
Notes of all borrowings under the Revolving Notes and all matters
relating to such borrowings, and 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 2.1);
(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
(Section 2.4);
(C) the notification of the Noteholders of each series of the
final principal payment on their Notes (Section 2.7(c));
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release of
Collateral (Section 2.9);
(E) the preparation of Definitive Term Notes and arranging the
delivery thereof (Section 2.12);
(F) 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);
(G) 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);
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(H) the direction to the Indenture Trustee to deposit monies with
Paying Agents, if any, other than the Indenture Trustee (Section 3.3);
(I) 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 Trust Estate (Section 3.4);
(J) the preparation of all supplements, amendments, financing
statements, continuation statements, assignments, certificates,
instruments of further assurance and other instruments, in accordance
with Section 3.5 of the Indenture, necessary to protect the Trust Estate
(Section 3.5);
(K) the delivery of the Opinion of Counsel on the Initial Closing
Date, in accordance with Section 3.6 of the Indenture, as to the Trust
Estate, and the annual delivery of the Officers' Certificate, in
accordance with Section 3.9 of the Indenture, as to compliance with the
Indenture (Sections 3.6 and 3.9);
(L) the identification to the Indenture Trustee in an Officers'
Certificate of a Person with whom the Issuer has contracted to perform
its duties under the Indenture (Section 3.7(b));
(M) the notification of the Indenture Trustee and the Rating
Agencies of a Servicing Default under the Trust Sale and Servicing
Agreement and, if such Servicing Default arises from the failure of the
Servicer to perform any of its duties under the Trust Sale and Servicing
Agreement or the Pooling and Servicing Agreement, the taking of all
reasonable steps available to remedy such failure (Section 3.7(d));
(N) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations under the
Indenture (Section 3.11(b));
(O) the delivery of notice to the Indenture Trustee and the
Rating Agencies of each Event of Default under the Indenture, each
Servicing Default, any Insolvency Event with respect to the Seller, each
default on the part of the Seller or the Servicer of their respective
obligations under the Trust Sale and Servicing Agreement and each default
on the part of GMAC or the Servicer of their respective obligations under
the Pooling and Servicing Agreement (Section 3.19);
(P) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture, the preparation of an
Officers' Certificate, the obtaining of the Opinion of Counsel and, if
necessary, an Independent Certificate relating thereto (Section 4.1);
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(Q) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Estate in a commercially
reasonable manner if an Event of Default shall have occurred and be
continuing (Section 5.4(a));
(R) 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);
(S) 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);
(T) 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);
(U) the notification of the Indenture Trustee of the listing or
delisting of the Notes of any series on any stock exchange, if and when
such Notes are so listed or delisted (Section 7.4(a));
(V) the opening of one or more accounts in the Issuer's name, the
preparation of Issuer Orders, Officer's Certificates and Opinions of
Counsel and all other actions necessary with respect to investment and
reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3);
(W) 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 Trust Estate (Sections
8.4 and 8.5);
(X) 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);
(Y) the preparation and execution of new Notes conforming to any
supplemental indenture (Section 9.6);
(Z) the notification of Noteholders and the Rating Agencies of
the redemption of any Notes subject to redemption or the duty to cause
the Indenture Trustee to provide such notification (Sections 10.1 and
10.2);
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(AA) the preparation of all Officer's Certificates, Opinions
of Counsel and Independent Certificates, if necessary, with respect
to any requests by the Issuer to the Indenture Trustee to take any
action under the Indenture (Section 11.1(a));
(BB) the preparation and delivery of Officers' Certificates
and the obtaining of Independent Certificates, if necessary, for
the release of property from the lien of the Indenture (Section
11.1(b));
(CC) 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);
(DD) the preparation and delivery to Noteholders and the
Indenture Trustee of any agreements with respect to alternate
payment and notice provisions (Section 11.6); and
(EE) the recording of the Indenture, if applicable, and the
obtaining of an Opinion of Counsel as required pursuant to Section
11.15 (Section 11.15).
(ii) The Administrator will perform those payment and indemnity
obligations of the Servicer under Section 3.02 of the Pooling and
Servicing Agreement and Section 7.1 of the Trust Sale and Servicing
Agreement in the event that the Servicer fails to perform such
obligations.
(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 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 shall perform the duties of the
Administrator specified in Section 6.10 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.
(iii) 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
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its Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any 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
(other than pursuant to or in connection with an Officer's Issuance
Certificate);
(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, (x) make any
payments to the Noteholders under the Basic Documents, (y) except as
provided in Section 2(a)(i)(Q) hereof, sell the Trust Estate pursuant to
Section 5.4 of the Indenture or (z) 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 notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Section 8.2 of the
Trust Sale and Servicing Agreement, to enforce the provisions of Sections 8.2,
8.3 and 8.4 of the Trust Sale and Servicing Agreement 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.
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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 Seller 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
monthly fee in the amount of $1,500.
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 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.
10. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the dissolution
of the Issuer, 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:
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(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.
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 and the Indenture Trustee 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. Notices. All demands, notices and communications upon or to
the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee shall
be delivered as specified in Appendix B of the Trust Sale and Servicing
Agreement.
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13. 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, the Administrator and the Indenture Trustee,
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 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 modify in any
manner the rights of the Noteholders or 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
Certificateholder.
(b) This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with prior notice to the Rating
Agencies and with the written consent of the Owner Trustee, the Holders
of Notes evidencing at least a majority in the Outstanding Amount of the
Notes as of the close of the immediately preceding Distribution Date, the
Holders of Certificates evidencing at least a majority of the Voting
Interests as of the close of the preceding Distribution Date for the
purpose of adding any provisions to, changing in any manner or
eliminating any of the provisions of this Agreement or modifying in any
manner the rights of 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 on the
Receivables held by the Trust or payments or distributions that are
required to be made for the benefit of the Noteholders or
Certificateholders (it being understood that the issuance of any
Securities and the specification of the terms and provisions thereof
pursuant to an Officer's Issuance Certificate (in the case of Notes) or a
Certificate Issuance Order (in the case of Certificates) shall not be
deemed to have such effect for purposes hereof), (ii) reduce the
percentage of the Holders of Notes and Certificates which are required to
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 Certificateholder
affected thereby, without, in any such case, the consent of the Holders
of all the outstanding Notes and Certificates.
(c) Notwithstanding Sections 13(a) and (b), the Administrator
may not amend this Agreement without the permission of the Seller, which
permission shall not be unreasonably withheld.
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14. 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 for each then outstanding
series of Notes 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, the
Owner Trustee and the Indenture 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.
15. 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.
16. 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.
17. 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.
18. 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 Certificates or the rights of the Holders
thereof.
19. Not Applicable to General Motors Acceptance Corporation in
Other Capacities. Nothing in this Agreement shall affect any obligation
General Motors Acceptance Corporation may have in any other capacity.
20. Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding anything contained herein to the contrary,
this instrument has been executed by Chase Manhattan Bank Delaware, not
in its individual capacity but solely as Owner Trustee and in no event
shall Chase Manhattan Bank 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
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shall be had solely to the assets of the Issuer. 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 Article VI of the Trust
Agreement.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been executed by The Bank of New York, not in its
individual capacity but solely in its capacity as Indenture Trustee and
in no event shall The Bank of New York 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 had solely to the assets of the Issuer.
21. 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
Administration Agreement to be duly executed by their respective officers as of
the day and year first above written.
SUPERIOR WHOLESALE INVENTORY FINANCING
TRUST V
By: Chase Manhattan Bank Delaware, not in its
individual capacity, but solely as Owner
Trustee on behalf of the Issuer
By:
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Name:
Title:
THE BANK OF NEW YORK, as Indenture Trustee
By: The Bank of New York, not in its individual
capacity, but solely as Indenture Trustee
By:
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Name:
Title:
GENERAL MOTORS ACCEPTANCE CORPORATION,
as Administrator
By:
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Name: X.X. Xxxxxx
Title: Director - U.S. Funding & Securitization
