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. 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 [ ], 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);
(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
2
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 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);
3
(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 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
4
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 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:
5
(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 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;
6
(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
(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.
7
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.
(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.
8
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.
(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: _______________________
9
(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 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
10
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 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
11
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.
12
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:
13
