EXHIBIT 99.4
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ADMINISTRATION AGREEMENT
AMONG
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VII
ISSUER
AND
GENERAL MOTORS ACCEPTANCE CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF MARCH 15, 2001
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THIS ADMINISTRATION AGREEMENT is made as of March 15, 2001, among Superior
Wholesale Inventory Financing Trust VII, 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 Floating Rate Asset Backed Term Notes,
Series 2001-A and Floating Rate Asset Backed Term Notes, Series 2001-B 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 Floating Rate Asset
Backed Certificates, Class 2001-A, 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 Agreements and (iii)
the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer and Chase Manhattan
Bank USA, National Association, 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 March 15,
2001 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
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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.
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 Authentication Agent (Sections 2.1 and 2.2);
(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);
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(F) the maintenance of an office in the place or places specified in
the related Officer's Issuance Certificate 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);
(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
(a) of the Indenture, necessary to protect the Trust Estate (Section
3.5(a));
(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
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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);
(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 (if
applicable), the filing with the Indenture Trustee and any other party
named in an Officer's Issuance Certificate any applicable reports or
documents specified in such Officer's Issuance Certificate (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);
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(Y) the preparation and execution of new Notes conforming to any
supplemental indenture (Section 9.5);
(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);
(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 11.14 (Section
11.14).
(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.
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(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 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.
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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.
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.
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(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
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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.
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, 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, (x) 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
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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.
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
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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 USA, National Association,
not in its individual capacity but solely as Owner Trustee and in no event shall
Chase Manhattan Bank USA, National Association 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 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 VII
By: Chase Manhattan Bank USA, National Association,
not in its individual capacity, but solely as
Owner Trustee on behalf of the Issuer
By:
-----------------------------------------------
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:
-----------------------------------------------
Name:
Title:
GENERAL MOTORS ACCEPTANCE CORPORATION,
as Administrator
By: XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
Title: Director-Securitization and Cash Management
