EXHIBIT 4.6
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ADMINISTRATION AGREEMENT
AMONG
FIRST SECURITY AUTO OWNER TRUST 19__-_
ISSUER
AND
FIRST SECURITY BANK, N.A.
ADMINISTRATOR
AND
____________________
INDENTURE TRUSTEE
DATED AS OF __________, 19__
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ADMINISTRATION AGREEMENT, dated as of __________, 19__ among FIRST
SECURITY AUTO OWNER TRUST 19__-_, a Delaware business trust (the "Issuer"),
FIRST SECURITY BANK, N.A., a national banking association, as administrator
(the "Administrator"), and ____________________, a
____________________________, not in its individual capacity but solely as
Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H :
WHEREAS, the Trust is issuing Notes pursuant to an Indenture, dated
as of __________, 19__ (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 Certificates,
including (i) the Sale and Servicing Agreement, (ii) the Note 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 (a) the Notes and the collateral and (b) 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;
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. Capitalized terms used but not otherwise
defined herein shall have the respective meanings assigned them in Section
1.1 to the Sale and Servicing Agreement of even date herewith among the
Issuer and First Security Bank, N.A., as Servicer (as it may be amended,
supplemented or modified from time to time, the "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, the exhibits hereto and the capitalized terms
used herein which are defined in such Section 1.1 of the Sale and Servicing
Agreement, and all references herein to Sections and subsections are to
Sections and subsections of this Agreement unless otherwise specified.
2. DUTIES OF THE ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE DEPOSITORY AGREEMENTS AND THE
INDENTURE. (i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer
and the Owner Trustee under the Indenture and the Note Depository Agreement.
In addition, the Administrator shall consult with the Owner Trustee regarding
the duties of the Issuer and the Owner Trustee under the Indenture or the
Note Depository Agreement. The Administrator shall monitor the performance
of the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the duties of the Issuer or the Owner Trustee under the Indenture
or the Note Depository Agreement. The Administrator 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, as applicable, to prepare, file or deliver
pursuant to the Indenture or the Note Depository Agreement. In furtherance
of the foregoing, the Administrator shall take all appropriate action that it
is the duty of the Issuer or the Owner Trustee to take pursuant to the
Indenture including 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 authentication of the Notes and delivery of the same to the
Indenture Trustee (Section 2.2);
(B) causing the Note Register to be kept and giving 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 Noteholders of the final principal payment on
their Notes (Section 2.7(e));
(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 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) causing 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));
(H) the direction to the Indenture Trustee to deposit monies with
Paying Agents, if any, other than the Indenture Trustee (Section 3.3(b));
(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, instruments of further assurance and
other instruments, in accordance with Section 3.5 of the Indenture,
necessary to protect the Trust Property (Section 3.5);
(K) the delivery of the Opinion of Counsel on the Closing Date, in
accordance with Section 3.6(a) of the Indenture, as to the Trust Property,
and the annual delivery of the Opinion of Counsel, the Officers'
Certificate and certain other statements, in accordance with Sections
3.6(b) and 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 an Event of Servicing Termination pursuant to the Sale and Servicing
Agreement and, if such Event of Servicing Termination arises from the
failure of the Servicer to perform any of its duties under the Sale and
Servicing Agreement, 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 of each Event of
Default under the Indenture, each Event of Servicing Termination and each
default by the Seller under the Sale and Servicing Agreement (Section
3.18);
(P) the monitoring of the Issuer's obligations as to the satisfaction
and discharge of the Indenture and the preparation of an Officers'
Certificate and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.1);
(Q) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Property in a commercially
reasonable manner if an Event of Default shall have occurred and be
continuing (Section 5.4);
(R) the preparation and delivery of notice to Noteholders of the
removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.8);
(S) 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);
(T) 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);
(U) 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);
(V) 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 Property (Sections 8.4 and 8.5);
(W) 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);
(X) the execution and delivery of new Notes conforming to any
supplemental indenture (Section 9.6);
(Y) the notification of 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);
(Z) the preparation of all Officer's Certificates, Opinions of
Counsel and 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));
(AA) 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));
(BB) the notice or other communication to the Rating Agencies, upon
the failure of the Indenture Trustee to give such notice or other
communication pursuant to Section 11.4 (Section 11.4);
(CC) 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
(DD) the recording of the Indenture, if applicable (Section 11.15).
(ii) In addition, the Administrator will indemnify the Owner
Trustee and its agents for, and hold them harmless against, any losses,
liability or expense incurred without negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of the
transactions contemplated by the Trust Agreement, including the reasonable
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
under the Trust Agreement.
(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) Notwithstanding anything in this Agreement or the Basic
Documents to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee if any withholding tax is imposed on the
Trust's payments to a Certificateholder as contemplated in Section 5.2(c) of
the Trust Agreement. Any such notice shall specify the amount of any
withholding tax required to be withheld by the Owner Trustee pursuant to such
provision.
(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 set forth in Sections 5.2(d),
5.4(a), (b), (c), (d) and (e) and Section 5.5 of the Trust Agreement with
respect to, among other things, accounting and reports to Certificateholders.
(iv) The Administrator may satisfy any obligations it may have
with respect to clauses (ii) and (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. If a withholding tax specified
in the previous clause (ii) is due, such accountants or the Administrator
shall provide the Owner Trustee with a letter specifying which withholding
tax specified in the preceding clause (ii) is then required and specifying
the procedures to be followed to comply with the Code (a) on or before
___________, 19__ if such withholding tax is due in connection with a payment
made on the first Distribution Date or (b) in all other instances, thirty
days before such tax is to be withheld. Such accountants or the
Administrator shall update such letter if and to the extent it shall no
longer be accurate.
(v) 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.
(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 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.
(vii) The Administrator hereby agrees 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 or the Owner Trustee to
prepare, file or deliver pursuant to the Basic Documents.
(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:
(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, (x)
make any payments to the Noteholders under the Basic Documents, (y) 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 8.1 of the
Sale and Servicing Agreement, to enforce the provisions of Sections 8.1, 8.2
and 8.4 of the 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.
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, the
Owner Trustee 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 $________.
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 (i)
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, (ii) shall be construed to
impose any liability as such on any of them or (iii) 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:
(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, either Trustee, the Administrator or the Rating Agencies under
this Agreement shall be delivered as specified in the Sale and Servicing
Agreement.
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
Securityholders, for any of the following purposes:
(i) to add provisions hereof for the benefit of the
Securityholders 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 or
in any other Basic Document;
(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 Securityholders; 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 Securityholder.
Prior to the execution of any amendment pursuant to this Section 13(a), the
Administrator shall furnish written notification of the substance of such
amendment to each of the Rating Agencies.
(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 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 Distribution Date, and the
holders of Certificates evidencing a majority of the ownership interest in
the Trust 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 of modifying in any manner the rights of
Securityholders; 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 Receivables or distributions that are required to
be made for the benefit of the
Securityholders, (ii) reduce the percentage of the holders of Securities
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 Securityholder
affected thereby, without, in any such case, the consent of the holders of
all the outstanding Securities.
(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 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. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR
RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
NEW YORK.
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 FIRST SECURITY BANK, N.A. IN OTHER
CAPACITIES. Nothing in this Agreement shall affect any obligation First
Security Bank, N.A. 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 on behalf of the Issuer by
_____________________________, not in its individual capacity but solely as
Owner Trustee on behalf of the Trust 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. Each of the Seller, only to the
extent provided in Section 13(c), and 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.
22. MERGER AND INTEGRATION. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.
* * * * *
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.
FIRST SECURITY AUTO OWNER TRUST 19__-_
By: ___________________________________, not in
its individual capacity, but solely as Owner
Trustee on behalf of the Trust
By: ________________________________
Name: _____________________________
Title: __________________________
________________________, as Indenture Trustee
By: _________________________________
Name: ______________________________
Title: ___________________________
FIRST SECURITY BANK, N.A., as Administrator
By: __________________________________
Name: _______________________________
Title: ____________________________
