EXHIBIT 99.4
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ADMINISTRATION AGREEMENT
AMONG
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST [ ]
ISSUER
AND
GENERAL MOTORS ACCEPTANCE CORPORATION
ADMINISTRATOR
AND
[ ]
INDENTURE TRUSTEE
DATED AS OF ________, ____
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THIS ADMINISTRATION AGREEMENT is made as of ________, ____, among SUPERIOR
WHOLESALE INVENTORY FINANCING TRUST [ ], a Delaware business trust (the
"ISSUER"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, as
administrator (the "ADMINISTRATOR"), and [ ], a [ ] banking corporation, not in
its individual capacity but solely as Indenture Trustee (the "INDENTURE
TRUSTEE"). -----------------
WITNESSETH:
WHEREAS, the Issuer is issuing the [ ] Term Notes and the [ ]
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 [ ]
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 [ ], 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
________, ____ 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
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of 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.
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(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.
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.
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(a) Notwithstanding anything contained herein to the contrary, this
instrument has been executed by [ ], not in its individual
capacity but solely as Owner Trustee
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and in no event shall [ ] 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. 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 [ ], not in its individual capacity but solely in
its capacity as Indenture Trustee and in no event shall [ ] 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 [ ]
By: [ ], not in its individual
capacity, but solely as Owner Trustee on behalf of
the Issuer
By:
Name:
Title:
[ ], as Indenture Trustee
By: [ ], not in its individual
capacity, but solely as Indenture Trustee
By:
Name:
Title:
GENERAL MOTORS ACCEPTANCE CORPORATION,
as Administrator
By:
Name:
Title:
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