Exhibit 10.53
ADMINISTRATION AGREEMENT
AMONG
ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2000-A
ISSUER
AND
ALLIANCE LAUNDRY SYSTEMS LLC
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF NOVEMBER 28, 2000
ADMINISTRATION AGREEMENT, dated as of November 28, 2000 among
ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2000-A, a Delaware business trust
(the "Issuer"), ALLIANCE LAUNDRY SYSTEMS LLC, a Delaware limited liability
company, 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").
W I T N E S S E T H :
WHEREAS, the Issuer is issuing Notes pursuant to an Indenture, dated
as of November 28, 2000 (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 Pooling and Servicing Agreement, (ii) the Note Depository Agreement, (iii)
the Indenture and (iv) the Ambac Insurance Agreement;
WHEREAS, pursuant to the Basic Documents, the Issuer and Wilmington
Trust Company, as Owner Trustee, are required to perform certain duties in
connection with (a) the Notes and the Trust Estate 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 Part I of Appendix A
to the Pooling and Servicing Agreement of even date herewith among the Issuer,
Alliance Laundry Equipment Receivables LLC and Alliance Laundry Systems LLC, as
Servicer (as it may be amended, supplemented or modified from time to time, the
"Pooling 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 Appendix A, and all
references herein to Sections and subsections are to Sections and subsections 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 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
and 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 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):
(i) 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);
(ii) 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);
(iii) the notification of Noteholders of the final principal payment on
their Notes (Section 2.7(e));
(iv) the preparation, obtaining or filing of the instruments, opinions and
certificates and other documents required for the release of collateral
(Section 2.9);
(v) the preparation of Definitive Notes and arranging the delivery thereof
(Section 2.12);
(vi) 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);
(vii) 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));
(viii) the direction to the Indenture Trustee to deposit monies with
Paying Agents, if any, other than the Indenture Trustee (Section 3.3(b));
(ix) 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);
(x) 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 Estate (Section 3.5);
(xi) 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 Estate,
and the annual delivery of the Opinion of Counsel, the Officer's
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);
(xii) the identification to the Indenture Trustee in an Officer's
Certificate of a Person with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.7(b));
(xiii) the notification of the Indenture Trustee, the Insurer and the
Rating Agencies of a Servicer Default and, if such Servicer Default arises
from the failure of the Servicer to perform any of its duties under the
Pooling and Servicing Agreement, the taking of all reasonable steps
available to remedy such failure (Section 3.7(d));
(xiv) 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));
(xv) the delivery of notice to the Indenture Trustee, the Insurer and the
Rating Agencies, of each Default, Event of Default, Early Payout Event,
Servicer Default and default by the Seller and ALS of their respective
obligations under the Pooling and Servicing Agreement and the Purchase
Agreement (Section 3.19);
(xvi) the monitoring of the Issuer's obligations as to the satisfaction
and discharge of the Indenture and the preparation of an Officer's
Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.1);
(xvii) 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);
(xviii) 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);
(xix) 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);
(xx) 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);
(xxi) 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);
(xxii) the preparation of Issuer Orders and the obtaining of Opinions of
Counsel with respect to the execution of amendments or waivers and, if
applicable, the mailing to the Noteholders of notices with respect to such
amendments or waivers (Sections 9.1, 9.2 and 9.3);
(xxiii) the execution and delivery of new Notes conforming to any
amendment (Section 9.6);
(xxiv) 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);
(xxv) the preparation of all Officer's Certificates and Opinions of
Counsel with respect to any requests by the Issuer to the Indenture
Trustee to take any action under the Indenture (Section 11.1(a));
(xxvi) 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));
(xxvii) 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);
(xxviii) 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
(xxix) the recording of the Indenture, if applicable (Section 11.15).
(b) The Administrator additionally agrees to perform all its duties
as Administrator and the duties of the Issuer and the Owner Trustee under the
Ambac Insurance Agreement. In addition, the Administrator shall consult with the
Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the
Ambac Insurance 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 and the Owner Trustee under the Ambac Insurance
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 Ambac Insurance
Agreement. In furtherance of the foregoing, the Administrator shall take all
appropriate action that is the duty of the Issuer or the Owner Trustee to take
pursuant to the Ambac Insurance Agreement including such of the foregoing as are
required with respect to the following matters under the Ambac Insurance
Agreement (references are to sections of the Ambac Insurance Agreement):
(i) the maintenance of the Issuer's existence as a business trust and the
obtaining and preservation of the Issuer's qualification to do business in each
jurisdiction in which such qualification is or shall be necessary under the
Basic Documents and shall maintain all licenses, permits, charters and
registrations material to the conduct of its business (Section 2.9(b));
(ii) the notification of the Insurer of the occurrence of certain material
events (Section 2.9(d));
(iii) permitting, upon reasonable prior notice of the Insurer, access to
the Issuer's records and an annual field examination of the Issuer by the
Insurer's independent public accountants (Sections 2.9 (c) and (e));
(iv) the taking of all actions necessary to exempt the sale of the Notes
from registration under the Securities Act or any under any applicable
securities laws of any state of the United States (Section 2.9(f));
(v) to the extent the Issuer shall otherwise be preparing the same, the
delivery of the financial statements of the Issuer to the Insurer (Section
2.9(g));
(vi) the provision of such other information in respect of the Loans and
the Basic Documents and such other financial or operational information in
respect of the Issuer that the Insurer may reasonably request (Section 2.9(h));
(vii) the preparation and delivery of notice to the Insurer prior to the
consummation of any action or failure to act that is reasonably likely to result
in a Material Adverse Change (as defined in the Ambac Insurance Agreement) or
reasonably likely to interfere with the enforcement of any of the Insurer's
rights under the Basic Documents (Section 2.10 (a));
(viii) the delivery to the Insurer of prior written notice of any
amendment to the Basic Documents or the Offering Memorandum required by law and
a copy of any such amendment (Section 2.10(b));
(c) 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 gross 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.
3. Additional Duties.
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 Trust Estate (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.
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.
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) and
(d) and the last two sentences of Section 5.4, and Section 5.5 of the Trust
Agreement with respect to, among other things, accounting and reports to
Certificateholders.
The Administrator may satisfy any obligations it may have with
respect to clauses (ii) and (iii) above by retaining, at the expense of 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 December 15, 2000 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.
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.
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.
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.
Notwithstanding anything in this Agreement or the Basic Documents to
the contrary, the Administrator shall be responsible for performance of the
duties of ALER set forth in Section 2.6(iii) of the Trust Agreement.
4. 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:
(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.
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.
5. 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 8.02 of the Pooling and
Servicing Agreement, to cause the other parties thereto to enforce the
provisions of Sections 8.02, 8.03 and 8.04 of the Pooling 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.
6. 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 Insurer, the Owner
Trustee and the Seller at any time during normal business hours.
7. 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 $1500.
8. Additional Information To Be Furnished to the Issuer. The Administrator
shall furnish to the Insurer and the Issuer from time to time such additional
information regarding the Trust Estate as the Issuer and the Insurer shall
reasonably request.
9. 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.
10. 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.
11. 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.
12. Term of Agreement; Resignation and Removal of Administrator.
This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.
Subject to Section 10(e), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days' prior written notice in
accordance with Appendix B of the Pooling and Servicing Agreement.
Subject to Section 10(e), the Issuer, with the consent of the
Insurer so long as the Insurer is the Controlling Party, may remove the
Administrator, without cause by providing the Administrator with at least 60
days' prior written notice.
Subject to Section 10(e), at the sole option of the Issuer, with the
consent of the Insurer so long as the Insurer is the Controlling Party, 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:
(a) 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);
(b) 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
(c) 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, the Insurer and the Indenture Trustee within seven
days after the happening of such event.
No resignation or removal of the Administrator pursuant to this
Section 10 shall be effective until (i) a successor Administrator, acceptable to
the Insurer so long as the Insurer is the Controlling Party, 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.
13. 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 by the Servicer 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 Trust Estate 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 by the
Indenture Trustee to assist the Issuer in making an orderly transfer of the
duties of the Administrator.
14. 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 Appendix B to the Pooling and
Servicing Agreement.
15. Amendments.
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 and, so long as the Insurer is the Controlling Party, the
consent of the Insurer, but without the consent of the Securityholders, for any
of the following purposes:
(a) to add provisions hereof for the benefit of the Securityholders
or to surrender any right or power herein conferred upon the Administrator;
(b) 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;
(c) 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
(d) 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 or the Insurer.
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.
In addition to the foregoing, 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
Controlling Party, 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 amendment
may be made to this Agreement which would be prohibited under the proviso of
Section 9.2 of the Indenture if such amendment were to be made to the Indenture
unless the consent that would have been required as described therein, if such
amendment were to be made to the Indenture, shall have been obtained.
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.
16. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer, the Insurer, so long as the Insurer is the Controlling Party, 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. Not Applicable to Alliance Laundry Systems in Other Capacities.
Nothing in this Agreement shall affect any obligation ALS may have in any other
capacity.
22. 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 Wilmington Trust Company, not in its
individual capacity but solely as Owner Trustee on behalf of the Trust and in no
event shall Wilmington Trust Company 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.
(a) 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.
23. 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. The Insurer and its
successors and assigns shall be third-party beneficiaries to the provisions of
this Agreement, as it may be supplemented or amended, and shall be entitled to
rely upon and directly to enforce the provisions of this Agreement.
25. 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.
The Administrator, by entering into this Agreement, along with the
Indenture Trustee pursuant to the Indenture, hereby covenant and agree that they
shall not, prior to the date which is one year and one day after the termination
of this Agreement with respect to the Issuer pursuant to Section 4.1 of the
Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the
Issuer to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Seller or 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 Seller or the Issuer or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Seller
or the Issuer.
* * * * *
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.
ALLIANCE LAUNDRY EQUIPMENT
RECEIVABLES TRUST 2000-A
By: WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as
Owner Trustee on behalf of the Trust
By:_______________________________________
Name:
Title:
THE BANK OF NEW YORK, as Indenture Trustee
By:_______________________________________
Name:
Title:
ALLIANCE LAUNDRY SYSTEMS LLC, as
Administrator and as Servicer
By:_______________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice-President, Chief Financial
Officer and Treasurer
