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Exhibit 99.2
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of __________ ___, 199_ (as
from time to time amended, supplemented or otherwise modified and in effect,
this "Agreement"), is by and among KEY AUTO FINANCE TRUST 199_-_, a Delaware
business trust (the "Issuer"), KEY BANK USA, NATIONAL ASSOCIATION, a national
banking association, as administrator (the "Administrator"), and ____________, a
___________ banking corporation, 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. (a) Duties with Respect to the
Indenture and the Depository Agreements. (i) The Administrator agrees to perform
all its duties as Administrator and the duties of the Issuer under the
Depository Agreements. In addition, the Administrator
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shall consult with the Owner Trustee regarding the duties of the Issuer under
the Indenture and the Depository Agreements. 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. 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. 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):
(A) 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);
(B) 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);
(C) 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);
(D) the preparation of Definitive Notes in
accordance with the instructions of the Clearing
Agency (Section 2.12);
(E) 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);
(F) 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);
(G) the direction to the Indenture Trustee
to deposit monies with Note Paying Agents, if any,
other than the Indenture Trustee (Section 3.3);
(H) 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
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Notes, the Collateral and each other instrument or
agreement included in the Trust Estate (Section 3.4);
(I) 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);
(J) 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);
(K) 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));
(L) 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));
(M) the preparation and obtaining of
documents and instruments required for the transfer
by the Issuer of its properties or assets (Section
3.10(b));
(N) the duty to cause the Servicer to comply
with Sections 4.9, 4.10, 4.11, 4.12 and 5.5 of the
Sale and Servicing Agreement (Section 3.14);
(O) 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);
(P) 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);
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(Q) 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);
(R) 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);
(S) 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);
(T) 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);
(U) 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);
(V) 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);
(W) 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);
(X) 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 such accounts (Sections 8.2
and 8.3);
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(Y) 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);
(Z) 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);
(AA) the execution and delivery of new Notes
conforming to any supplemental indenture (Section
9.6);
(BB) the notification of Noteholders of
redemption of the Notes or duty to cause the
Indenture Trustee to provide such notification
(Section 10.2);
(CC) 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));
(DD) 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));
(EE) 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);
(FF) 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
(GG) the recording of the Indenture, if
applicable (Section 11.15).
(ii) The Administrator will:
(A) 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
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(B) 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.
(b) Additional Duties. (i) 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.
(ii) 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.
(iii) 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.
(iv) The Administrator will provide prior to
__________ ___, 199_, a certificate of an Authorized Officer
in form and substance satisfactory to 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.
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(v) 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.
(vi) 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.
(c) Non-Ministerial Matters. (i) With respect to matters that
in the reasonable judgment of the Administrator are non-ministerial,
the Administrator shall not take any action unless within a reasonable
time before the taking of such action, the Administrator shall have
notified the Owner Trustee of the proposed action and the Owner Trustee
shall not have withheld consent or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters"
shall include, without limitation:
(A) the amendment of or any supplement to
the Indenture;
(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 (other
than in connection with the collection of the
Receivables or Permitted Investments);
(C) the amendment, change or modification of
the Related Agreements;
(D) 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
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and
shall not, (x) make any payments to the Noteholders under the
Related Agreements, (y) sell the Trust Estate pursuant
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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 Seller.
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 (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.
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.
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(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:
(i) 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);
(ii) a court having jurisdiction in the premises
shall enter a decree or order for relief, and such decree or
order shall not have been vacated within 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
(iii) the Administrator shall commence a voluntary
case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, shall consent to the
entry of an order for relief in an involuntary case under any
such law, 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 9(d) 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 (i) a successor Administrator
shall have been appointed by the Issuer and (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.
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(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:
Key Auto Finance Trust 199_-_
__________________________________
__________________________________
__________________________________
Attention: ______________________
Telephone: ______________________
Telecopy: _______________________
(b) if to the Administrator, to:
Key Bank USA, National Association
Xxx Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: _______________________
Telephone: ______________________
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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 (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that are required to be
made for the benefit of the Noteholders or Certificateholders or (ii) 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 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
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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 Key Bank USA in Other Capacities. Nothing in this
Agreement shall affect any right or obligation Key Bank USA 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 [Owner Trustee] not in its individual capacity but solely
in the capacity as Owner Trustee of the Issuer and in no event shall [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.
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(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been countersigned by [Indenture Trustee] not in its
individual capacity but solely as 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
Key Auto Finance Trust 199_-_
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:
Key Bank USA, National Association, as
Administrator
By:
------------------------------------------
Name:
Title:
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