1
Exhibit 10.3
FORM OF ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of __________ ___, 200[ ] (as
from time to time amended, supplemented or otherwise modified and in effect,
this "Agreement"), is by and among [ ], a _________ [common law trust] [limited
liability company] (the "Issuer"), [ ], a [ ], as administrator (the
"Administrator"), and ___-_________, a ___________, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee").
WHEREAS, the Issuer is issuing the Notes pursuant to the Indenture and
the Certificates pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including (i) the Sale and Servicing
Agreement, (ii) the Depository Agreements, and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreements and the Indenture being referred
to hereinafter collectively as the "Related Agreements");
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain duties of the Issuer and the Owner Trustee under
the Related Agreements and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements 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 mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Definitions and Usage. Except as otherwise specified herein or as the context
may otherwise require, capitalized terms used but not otherwise defined herein
are defined in Appendix X to the Sale and Servicing Agreement, which also
contains rules as to usage that shall be applicable herein.
2
2. Duties of the Administrator. Duties with Respect to the Indenture and the
Depository Agreements.
(a) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the
Depository Agreements. In addition, the Administrator shall
consult with the Owner Trustee regarding the duties of the
Issuer under the Indenture and the Depository Agreements.
(b) 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 Agreements.
(c) The Administrator shall prepare for execution by the Issuer,
or shall cause the preparation by appropriate persons of, all
such documents, reports, filings, instruments, certificates
and opinions that it shall be the duty of the Issuer to
prepare, file or deliver pursuant to the Indenture and the
Depository Agreements.
(d) In furtherance of the foregoing, the Administrator shall take
all appropriate action that 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):
(1) 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);
(2) 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);
(3) the preparation, obtaining or filing of the
instruments, opinions and certificates and other
documents required for the release of property from
the lien of the Indenture (Section 2.9);
(4) the preparation of Definitive Notes in accordance
with the instructions of the Clearing Agency (Section
2.12);
(5) the maintenance of an office in the Borough of
Manhattan, City of New York, for registration of
transfer or exchange of Notes (Section 3.2);
(6) the duty to cause newly appointed Note Paying Agents,
if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds
held in trust (Section 3.3);
2
3
(7) the direction to the Indenture Trustee to deposit
monies with Note Paying Agents, if any, other than
the Indenture Trustee (Section 3.3);
(8) 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 or agreement included in the Trust Estate
(Section 3.4);
(9) the preparation of all supplements and amendments to
the Indenture and all financing statements,
continuation statements, instruments of further
assurance and other instruments and the taking of
such other action as is necessary or advisable to
protect the Trust Estate (Section 3.5);
(10) the delivery of the Opinion of Counsel on the Closing
Date and the annual delivery of Opinions of Counsel
as to the Trust Estate, and the annual delivery of
the Officer's Certificate and certain other
statements as to compliance with the Indenture
(Sections 3.6 and 3.9);
(11) the identification to the Indenture Trustee in an
Officer's Certificate of any Person with whom the
Issuer has contracted to perform its duties under the
Indenture (Section 3.7(b));
(12) the notification of the Indenture Trustee and the
Rating Agencies of an Event of Servicing Termination
under 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 with respect
to the Receivables, the taking of all reasonable
steps available to remedy such failure (Section
3.7(d));
(13) the preparation and obtaining of documents and
instruments required for the transfer by the Issuer
of its properties or assets (Section 3.10(b));
(14) the duty to cause the Servicer to comply with
Sections 4.9, 4.10 and 4.11 of the Sale and Servicing
Agreement (Section 3.14);
(15) the delivery of written notice to the Indenture
Trustee and the Rating Agencies of each Event of
Default under the Indenture and each default by the
Servicer or the Seller under the Sale and Servicing
Agreement (Section 3.18);
(16) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate
3
4
and the obtaining of the Opinions of Counsel and the
Independent Certificate relating thereto (Section
4.1);
(17) the monitoring of the Issuer's obligations as to the
satisfaction, discharge and defeasance of the Notes
and the preparation of an Officer's Certificate and
the obtaining of an opinion of a nationally
recognized firm of independent certified public
accountants, a written confirmation thereof and the
Opinions of Counsel relating thereto (Section 4.1);
(18) the preparation and delivery of an Officer's
Certificate to the Indenture Trustee after the
occurrence of any event which with the giving of
notice and the lapse of time would become an Event of
Default under Section 5.1(c) of the Indenture, its
status and what action the Issuer is taking or
proposes to take with respect thereto (Section 5.1);
(19) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the
Trust Estate at one or more public or private sales
called and conducted in any manner permitted by law
if an Event of Default shall have occurred and be
continuing (Section 5.4);
(20) 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);
(21) the preparation of any written instruments required
to confer 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);
(22) 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);
(23) 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);
(24) the preparation and delivery of Issuer Orders,
Officer's Certificates and Opinions of Counsel and
all other actions necessary with respect to
4
5
investment and reinvestment, to the extent permitted,
of funds in Trust Accounts (Sections 8.2 and 8.3);
(25) 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);
(26) 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);
(27) the execution and delivery of new Notes conforming to
any supplemental indenture (Section 9.6);
(28) the notification of Noteholders of redemption of the
Notes or duty to cause the Indenture Trustee to
provide such notification (Section 10.2);
(29) the preparation and delivery of all Officer's
Certificates and the obtaining of 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));
(30) the preparation and delivery of Officer's
Certificates and the obtaining of Independent
Certificates, if necessary, for the release of
property from the lien of the Indenture (Section
11.1(b));
(31) 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 of the Indenture (Section 11.4);
(32) 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
(33) the recording of the Indenture, if applicable
(Section 11.15).
(e) Payment of Fees by the Administrator:
(1) [the Administrator will pay the Indenture Trustee
from time to time reasonable compensation for all
services rendered by the Indenture Trustee under the
Indenture (which compensation shall not be limited by
any
5
6
provision of law in regard to the compensation of a
trustee of an express trust);] and
(2) [except as otherwise expressly provided in the
Indenture, reimburse the Indenture Trustee upon its
request for all reasonable expenses, disbursements
and advances incurred or made by the Indenture
Trustee in accordance with any provision of the
Indenture (including the reasonable compensation,
expenses and disbursements of its agents and
counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or
bad faith.]
(f) Additional Duties. In addition to the duties of the
Administrator set forth above, the Administrator shall perform
such calculations and shall prepare or shall cause the
preparation by other appropriate persons of, and shall execute
on behalf of the Issuer or the Owner Trustee, all such
documents, reports, filings, instruments, certificates and
opinions that it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Related
Agreements, 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 Related Agreements.
Subject to Section 5 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
Related Agreements) 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:
(1) Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Administrator
shall be responsible for promptly notifying the Owner
Trustee in the event that any withholding tax is
imposed on the Issuer's payments (or allocations of
income) 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.
(2) Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Administrator
shall be responsible for performance of the duties of
the Trust or the Owner Trustee set forth in Section
5.5(a), (b), (c), (d) and (e) and Section 5.6(a) of
the Trust Agreement with respect to, among other
things, accounting and reports to Certificateholders.
(3) The Administrator will provide prior to __________
___, 200[ ], a certificate of an Authorized Officer
in form and substance satisfactory promptly notify
the Owner Trustee as to whether any tax withholding
is
6
7
then required and, if required, the procedures to be
followed with respect thereto to comply with the
requirements of the Code. The Administrator shall be
required to update the letter in each instance that
any additional tax withholding is subsequently
required or any previously required tax withholding
shall no longer be required.
(4) The Administrator shall perform the duties of the
Administrator specified in Section 10.2 of the Trust
Agreement required to be performed in connection with
the resignation or removal of the Owner Trustee, and
any other duties expressly required to be performed
by the Administrator pursuant to the Trust Agreement.
(5) In carrying out the foregoing duties or any of its
other obligations under this Agreement, the
Administrator may enter into transactions 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 unaffiliated
parties.
(g) Non-Ministerial Matters. 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:
(1) the amendment of or any supplement to the Indenture;
(2) 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 (other than in
connection with the collection of the Receivables or
Permitted Investments);
(3) the amendment, change or modification of the Related
Agreements;
(4) the appointment of successor Note Registrars,
successor Note 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, Note Paying Agent or Indenture Trustee of
its obligations under the Indenture; and
7
8
(5) the removal of the Indenture Trustee.
(h) 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 Related
Agreements, (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. 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.
4. Compensation. As compensation for the performance of the Administrator's
obligations under this Agreement and, as reimbursement for its expenses related
thereto, the Administrator shall be entitled to $_____ annually which shall be
solely an obligation of the Servicer.
5. 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.
6. 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.
7. No Joint Venture. Nothing contained in this Agreement 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, shall be construed to impose any liability as such on any
of them or 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.
8. 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.
9. 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.
8
9
(b) Subject to Sections 9(e) and 9(f), the Administrator may
resign its duties hereunder by providing the Issuer with at
least sixty (60) days' prior written notice.
(c) Subject to Sections 9(e) and 9(f), the Issuer may remove the
Administrator without cause by providing the Administrator
with at least sixty (60) days' prior written notice.
(d) Subject to Sections 9(e) and 9(f), 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:
(1) the Administrator shall default in the performance of
any of its duties under this Agreement and, after
notice of such default, shall not cure such default
within ten (10) days (or, if such default cannot be
cured in such time, shall not give within ten (10)
days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
(2) 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 sixty
(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
(3) 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, 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 (2) or (3) of this Section 9(c) shall occur, it
shall give written notice thereof to the Issuer and the
Trustee within seven (7) days after the happening of such
event.
9
10
(e) No resignation or removal of the Administrator pursuant to
this Section 9 shall be effective until (1) a successor
Administrator shall have been appointed by the Issuer and (2)
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.
(f) The appointment of any successor Administrator shall be
effective only after satisfaction of the Rating Agency
Condition with respect to the proposed appointment.
(g) Subject to Sections 9(e) and 9(f), the Administrator
acknowledges that upon the appointment of a successor Servicer
pursuant to the Sale and Servicing Agreement, the
Administrator shall immediately resign and such successor
Servicer shall automatically become the Administrator under
this Agreement.
10. Action upon Termination, Resignation or Removal. Promptly upon the effective
date of termination of this Agreement pursuant to Section 9(a) or the
resignation or removal of the Administrator pursuant to Section 9(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 9(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
9(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.
11. Notices. Any notice, report or other communication given hereunder shall be
in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
[ ]
c/o
--------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone:
-------------------------
Telecopy:
--------------------------
10
11
(b) if to the Administrator, to:
[ ]
[ ]
[ ]
Attention:
-------------------------
Telephone:
-------------------------
Telecopy:
--------------------------
(c) If to the Indenture Trustee, to:
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telephone:
-------------------------
Telecopy:
--------------------------
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.
12. Amendments. This Agreement may be amended from time to time 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 and the Certificateholders, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders or
Certificateholders; provided that, unless the Rating Agency Condition shall have
been satisfied, such amendment will not, as set forth in an Opinion of Counsel
satisfactory to the Indenture Trustee and the Owner Trustee, materially and
adversely affect the interest of any Noteholder or Certificateholder. This
Agreement may also be amended by the Issuer, the Administrator and the Indenture
Trustee with the written consent of the Owner Trustee and the Noteholders of
Notes evidencing not less than a majority of the Notes Outstanding and the
Certificateholders of Certificates evidencing not less than a majority of the
Certificate Balance for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of Noteholders or the Certificateholders;
provided, however, that no such amendment may 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
Noteholders or Certificateholders or reduce the aforesaid percentage of the
Noteholders and Certificateholders which are required to consent to any such
amendment, without the consent of the Noteholders of all the Notes Outstanding
and Certificateholders of Certificates evidencing all the Certificate
11
12
Balance. Notwithstanding the foregoing, the Administrator may not amend this
Agreement without the consent of the Seller, which permission shall not be
unreasonably withheld.
13. 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 said 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.
14. Governing Law. This agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
15. Headings. The Section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or
effect of this Agreement.
16. Counterparts. This Agreement may be executed in counterparts, each of which
when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.
17. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
18. Not Applicable to [ ] in Other Capacities. Nothing in this
Agreement shall affect any right or obligation [ ] may have in any
other capacity.
19. Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by [Name of Owner Trustee] not in its individual capacity but
solely in the capacity as Owner Trustee of the Issuer and in no event shall
[Name of Owner Trustee] in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, 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
12
13
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by [Name of Indenture Trustee] not in its
individual capacity but solely as [Name of Indenture Trustee] and in no event
shall Indenture Trustee 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.
20. 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.
21. Nonpetition Covenants. (a) Notwithstanding any prior termination of this
Agreement, the Seller, the Administrator, the Owner Trustee and the Indenture
Trustee shall not, prior to the date which is one year and one day after the
termination of this Agreement with respect to the Issuer, acquiesce, petition or
otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.
(b) Notwithstanding any prior termination of this Agreement, the
Issuer, the Administrator, the Owner Trustee and the Indenture Trustee shall
not, prior to the date which is one year and one day after the termination of
this Agreement with respect to the Seller, acquiesce, petition or otherwise
invoke or cause the Seller to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Seller
under any federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Seller or any substantial part of their respective
property, or ordering the winding up or liquidation of the affairs of the
Seller.
13
14
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
[ ]
By: _____________, not in its individual
capacity but solely as Owner Trustee
By:
------------------------------------------
Name:
Title:
_________________, not in its individual capacity
but solely as Indenture Trustee
By:
------------------------------------------
Name:
Title:
[ ], as Administrator
By:
---------------------------------------------------
Name:
Title:
14
