Exhibit 99.2
EXECUTION COPY
This OWNER TRUST ADMINISTRATION AGREEMENT dated as of March 1, 2003
among WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, acting not in its
individual capacity but solely as Owner Trustee of Regions Auto Receivables
Trust 2003-1, a Delaware common law trust (the "Issuer"), REGIONS BANK, an
Alabama state banking corporation, as administrator (the "Owner Trust
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 1.19125% Asset Backed Notes, Class
A-1, 1.30% Asset Backed Notes, Class A-2, 1.75% Asset Backed Notes, Class A-3
and 2.35% Asset Backed Notes, Class A-4 (collectively, the "Class A Notes"),
2.36% Asset Backed Notes, Class B (the "Class B Notes") and 3.84% Asset Backed
Notes, Class C (the "Class C Notes", and together with the Class B Notes and
the Class A Notes, the "Notes") pursuant to the Indenture dated as of March 1,
2003 (as amended and supplemented from time to time, the "Indenture"), between
the Issuer and the Indenture Trustee and is issuing Asset Backed Certificates
(the "Certificates" and, together with the Notes, the "Securities") pursuant
to the Amended and Restated Trust Agreement dated as of March 1, 2003 (as
amended and supplemented from time to time, the "Trust Agreement"), between
Regions Acceptance LLC, as depositor, and Wachovia Bank of Delaware, National
Association, not in its individual capacity but solely as owner trustee
(capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Indenture or the Trust Agreement, as
applicable);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities and of certain beneficial ownership
interests in the Issuer, including (i) a Sale and Servicing Agreement dated as
of March 1, 2003 (as amended and supplemented from time to time, the "Sale and
Servicing Agreement"), among the Issuer, Regions Bank, as seller (in such
capacity, the "Seller"), master servicer (in such capacity, the "Master
Servicer"), administrator and custodian, and the Indenture Trustee, (ii) a
Letter of Representations dated March 18, 2003 (as amended and supplemented
from time to time, the "Depository Agreement"), among the Issuer, the
Indenture Trustee, the Owner Trust Administrator and The Depository Trust
Company ("DTC") relating to the Notes and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreement, the Indenture and the Trust
Agreement being referred to hereinafter collectively as the "Related
Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer and Wachovia
Bank of Delaware, National Association, not in its individual capacity but
solely as owner trustee (the "Owner Trustee"), are required to perform certain
duties in connection with (a) the Notes and the collateral therefor pledged
pursuant to the Indenture (the "Collateral") and (b) the beneficial ownership
interests in the Issuer (the registered holders of such interests being
referred to herein as the "Owners");
WHEREAS, the Issuer and the Owner Trustee desire to have the Owner
Trust 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 Related Agreements as the Issuer and the Owner Trustee may
from time to time request; and
WHEREAS, the Owner Trust 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 adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Duties of the Owner Trust Administrator.
(a) Duties with Respect to the Depository Agreement and the Indenture.
(i) The Owner Trust Administrator agrees to perform all its
duties as Owner Trust Administrator and all the duties of the Issuer
and the Owner Trustee under the Depository Agreement. In addition,
the Owner Trust Administrator shall consult with the Owner Trustee
regarding the duties of the Issuer or the Owner Trustee under the
Indenture and the Depository Agreement. The Owner Trust Administrator
shall monitor the performance of the Issuer and shall advise the
Owner Trustee when action is necessary to comply with the Issuer's or
the Owner Trustee's duties under the Indenture and the Depository
Agreement. The Owner Trust Administrator shall prepare for execution
by the Issuer, or shall cause the preparation by other appropriate
persons of, all such documents, reports, filings, instruments,
certificates and opinions that it shall be the duty of the Issuer or
the Owner Trustee to prepare, file or deliver pursuant to the
Indenture and the Depository Agreement. In furtherance of the
foregoing, the Owner Trust Administrator shall take all appropriate
action that is the duty of the Issuer or the Owner Trustee 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 (parenthetical section 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 2.04);
(B) the notification of Noteholders of the final
principal payment on their Notes (Section 2.08(b));
(C) 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
2.02);
(D) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of collateral (Section 4.04);
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(E) the maintenance of an office in the Borough of
Manhattan, City of New York, for registration of transfer or
exchange of Notes (Section 3.02);
(F) the duty to cause newly appointed Paying Agents,
if any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust
(Section 3.03);
(G) the direction to the Indenture Trustee to deposit
moneys with Paying Agents, if any, other than the Indenture
Trustee (Section 3.03);
(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 Notes, the
Collateral and each other instrument and agreement included
in the Trust Estate (Section 3.04);
(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
3.05 and Section 3.07(c));
(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 3.06 and 3.09);
(K) 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 3.07(b));
(L) the delivery of written notice to the Indenture
Trustee and the Rating Agencies of a Master Servicer Default
under the Sale and Servicing Agreement and, if such Master
Servicer Default arises from the failure of the Master
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 3.07(d));
(M) the delivery of a computer file, microfiche list
or printed list containing a true and complete list of all
Receivables subject to the Indenture and the maintenance of
such list in accordance with the Indenture (Section
3.07(h));
(N) the duty to cause the Master Servicer to comply
with Sections 4.09, 4.10, 4.11 and Article VII of the Sale
and Servicing Agreement (Section 3.14);
(O) 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));
(P) 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
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Master Servicer or the Seller under the Sale and Servicing
Agreement (Section 3.19 and Section 5.01);
(Q) upon the request of the Indenture Trustee, the
execution and delivery of any instruments and the
undertaking of any actions reasonably necessary to carry out
more effectively the purpose of the Indenture (Section
3.20);
(R) 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 4.01);
(S) 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
5.04);
(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 6.08);
(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 6.08 and 6.10);
(V) the furnishing to the Indenture Trustee with the
names and addresses of Noteholders during any period when
the Indenture Trustee is not the Note Registrar (Section
7.01);
(W) provide reasonable and appropriate assistance to
the Depositor or its designees (including The Bank of New
York), as applicable, with the preparation and 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 7.03);
(X) the opening of one or more accounts in the
Issuer's name, 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 of funds in the Trust Accounts (Sections 8.02
and 8.03);
(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 8.04 and 8.05);
(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
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Noteholders of notices with respect to such supplemental
indentures (Sections 9.01, 9.02 and 9.03);
(AA) the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.05);
(BB) the duty to notify Noteholders of redemption of
the Notes or to cause the Indenture Trustee to provide such
notification (Section 10.02);
(CC) the preparation and delivery of all Officer's
Certificates, 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 11.01(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 11.01(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 11.04 of the
Indenture (Section 11.04);
(FF) the preparation and delivery to Noteholders and
the Indenture Trustee of any agreements with respect to
alternate payment and notice provisions (Section 11.06);
(GG) the recording of the Indenture, if applicable (Section
11.14);
(HH) the preparation of Definitive Notes in accordance
with the instructions of the Clearing Agency (Section 2.12);
(II) the direction to Paying Agents to pay to the
Indenture Trustee all sums held in trust by such Paying
Agents (Section 3.03); and
(JJ) provide the Indenture Trustee with the
information necessary to deliver to each Noteholder such
information as may be reasonably required to enable such
Holder to prepare its United States federal and state and
local income or franchise tax returns (Section 6.06).
(ii) The Owner Trust Administrator hereby agrees to:
(A) pay the Indenture Trustee (and any separate
trustee or co-trustee appointed pursuant to Section 6.10 of
the Indenture (a "Separate Trustee")) from time to time
reasonable compensation for all services rendered by the
Indenture Trustee or Separate Trustee, as the case may be,
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) to the extent such fees are not
paid pursuant to Section 5.06 of the Sale and Servicing
Agreement;
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(B) except as otherwise expressly provided in the
Indenture, reimburse the Indenture Trustee or any Separate
Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Indenture
Trustee or Separate Trustee, as the case may be, 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;
(C) indemnify the Indenture Trustee and any Separate
Trustee and their respective agents for, and hold them
harmless against, any losses, liability or expense incurred
without negligence or bad faith on their part, arising out
of or in connection with the acceptance or administration of
the transactions contemplated by the Indenture and the other
Basic Documents, 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 Indenture; such indemnities shall
survive the discharge of the Indenture, the resignation or
removal of the Indenture Trustee, and the resignation or
removal of the Owner Trust Administrator; and
(D) indemnify the Owner Trustee and its agents,
successors, assigns and servants for, and hold them harmless
against, any losses, liability or expense incurred without
willful misfeasance, 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, to the extent
that such amounts (including, without limitation, amounts
payable under Section 8.02 of the Trust Agreement) have not
been paid pursuant to Section 5.06 of the Sale and Servicing
Agreement.
(b) Additional Duties.
(i) In addition to the duties of the Owner Trust
Administrator set forth above, the Owner Trust Administrator shall perform
such calculations necessary to maintain, deliver and prepare and shall
maintain, deliver and prepare or cause to be maintained, delivered and
prepared and, if applicable, shall cause to be signed, all books, documents,
reports, filings and instruments that the Owner Trustee is required to
maintain, deliver or prepare pursuant to Section 5.05(a), (b), (c) and (d) of
the Trust Agreement, and at the request of the Owner Trustee, the Owner Trust
Administrator shall take all appropriate action that it is the duty of the
Issuer or the Owner Trustee to take pursuant to the Related Agreements. In
furtherance thereof, the Owner Trustee shall, on behalf of itself and of the
Issuer, execute and deliver to the Owner Trust Administrator and to each
successor Owner Trust Administrator appointed pursuant to the terms hereof,
one or more powers of attorney substantially in the form of Exhibit A hereto,
appointing the Owner Trust Administrator the attorney-in-fact of the Owner
Trustee and the Issuer for the purpose of executing on behalf of the Owner
Trustee and the Issuer all such documents, reports, filings, instruments,
certificates and opinions. Subject to Section 5 of
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this Agreement, and in accordance with the directions of the Owner Trustee,
the Owner Trust 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 Owner Trust Administrator. Such
responsibilities shall include providing to the Depositor and the Indenture
Trustee the monthly servicing report in an appropriate electronic form and
shall exclude the actual filing of any reports pursuant to the Securities
Exchange Act of 1934.
(ii) Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Owner Trust Administrator shall be
responsible for promptly notifying the Owner Trustee and the Paying Agent in
the event that any withholding tax is imposed on the Trust's payments (or
allocations of income) to an Owner as contemplated in Section 5.02(c) of the
Trust Agreement. Any such notice shall specify the amount of any withholding
tax required to be withheld by the Owner Trustee and the Paying Agent pursuant
to such provision.
(iii) Notwithstanding anything in this Agreement or the
Related Agreements to the contrary, the Owner Trust Administrator shall be
responsible for performance of the duties of the Owner Trustee set forth in
Section 5.05(a), (b), (c) and (d), the penultimate sentence of Section 5.05
and Section 5.06(a) of the Trust Agreement with respect to, among other
things, accounting and reports to Owners; provided, however, that the Paying
Agent shall distribute the Schedule K-1s (as prepared by the Administrator)
necessary to enable each Owner to prepare its federal and state income tax
returns.
(iv) The Owner Trust Administrator shall satisfy its
obligations with respect to clauses (ii) and (iii) above by retaining, at the
expense of the Trust payable by the Owner Trust Administrator, Ernst & Young
LLP or another firm of independent public accountants (the "Accountants")
acceptable to the Owner Trustee, which shall perform the obligations of the
Owner Trust Administrator thereunder. In connection with paragraph (ii) above,
the Accountants will provide prior to April 15, 2004 a letter 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 Accountants 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.
(v) The Owner Trust Administrator shall perform the duties
of the Owner Trust Administrator including, without limitation, those
specified in Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to
be performed in connection with the fees, expenses and indemnification and the
resignation or removal of the Owner Trustee, and any other duties expressly
required to be performed by the Owner Trust Administrator under the Trust
Agreement.
(vi) In carrying out the foregoing duties or any of its
other obligations under this Agreement, the Owner Trust Administrator may
enter into transactions or
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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 Owner Trust 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 Owner Trust Administrator are non-ministerial, the Owner Trust
Administrator shall not take any action unless within a reasonable
time before the taking of such action, the Owner Trust Administrator
shall have notified the Owner Trustee of the proposed action and the
Owner Trustee shall have withheld consent or provided an alternative
direction. Unless explicitly provided under this Owner Trust
Administration Agreement, 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 Eligible
Investment Receivables);
(C) the amendment, change or modification of the
Related Agreements;
(D) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Owner Trust Administrators or Successor Master Servicers, or
the consent to the assignment by the Note Registrar, Paying
Agent or Indenture Trustee of its obligations under the
Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Owner Trust 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
5.04 of the Indenture or (z) take any other action that the Issuer
directs the Owner Trust Administrator not to take on its behalf.
2. Records. The Owner Trust 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 Depositor at any time during normal business hours.
3. Compensation. As compensation for the performance of the Owner
Trust Administrator's obligations under this Agreement and as reimbursement
for its expenses related thereto, the Owner Trust Administrator shall be paid
by the Master Servicer as set forth in a separate agreement.
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4. Additional Information To Be Furnished to the Issuer. The Owner
Trust Administrator shall furnish to the Issuer from time to time such
additional information regarding the Collateral as the Issuer shall reasonably
request.
5. Independence of the Owner Trust Administrator. For all purposes of
this Agreement, the Owner Trust 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 Owner Trust 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.
6. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Owner Trust 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.
7. Other Activities of Owner Trust Administrator.
(a) Nothing herein shall prevent the Owner Trust 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.
(b) The Owner Trust Administrator and its Affiliates may generally
engage in any kind of business with any person party to a Related Agreement,
any of its Affiliates and any person who may do business with or own
securities of any such person or any of its Affiliates, without any duty to
account therefor to the Issuer, the Owner Trustee or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Owner Trust
Administrator.
(a) This Agreement shall continue in force until the termination of
the Issuer, upon which event this Agreement shall automatically terminate;
provided that the provisions of Section 1(a)(ii)(C) and (D) shall survive the
termination of this Agreement.
(b) Subject to Sections 8(e) and (f), the Owner Trust Administrator
may resign its duties hereunder by providing the Issuer with at least 60 days'
prior written notice.
(c) Subject to Sections 8(e) and (f), the Issuer may remove the Owner
Trust Administrator without cause by providing the Owner Trust Administrator
with at least 60 days' prior written notice.
(d) Subject to Sections 8(e) and (f), at the sole option of the
Issuer, the Owner Trust Administrator may be removed immediately upon written
notice of termination from the Issuer to the Owner Trust Administrator if any
of the following events shall occur:
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(i) the Owner Trust 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
Business Days (or, if such default cannot be cured in such time,
shall not give within ten days such assurance of cure as shall be
reasonably satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have
been vacated within 60 days, in respect of the Owner Trust
Administrator in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a conservator, receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Owner
Trust Administrator or any substantial part of its property or order
the winding-up or liquidation of its affairs; or
(iii) the Owner Trust 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 conservator, receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official for
the Owner Trust 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.
(iv) The Owner Trust Administrator agrees that if any of the
events specified in clauses (ii) or (iii) of this Section shall
occur, it shall give written notice thereof to the Issuer and the
Indenture Trustee within seven days after the happening of such
event.
(e) No resignation or removal of the Owner Trust Administrator
pursuant to this Section shall be effective until (i) a successor Owner Trust
Administrator shall have been appointed by the Issuer and (ii) such successor
Owner Trust Administrator shall have agreed in writing to be bound by the
terms of this Agreement in the same manner as the Owner Trust Administrator is
bound hereunder and (iii) the Owner Trustee and the Indenture Trustee consent
to the successor Owner Trust Administrator.
(f) The appointment of any successor Owner Trust Administrator shall
be effective only after receipt of written confirmation from each Rating
Agency that the proposed appointment will not result in the qualification,
downgrading or withdrawal of any rating assigned to the Notes by such Rating
Agency.
(g) A successor Owner Trust Administrator shall execute, acknowledge
and deliver a written acceptance of its appointment hereunder to the resigning
Owner Trust Administrator and to the Issuer. Thereupon the resignation or
removal of the resigning Owner Trust Administrator shall become effective, and
the successor Owner Trust Administrator shall have all the rights, powers and
duties of the Owner Trust Administrator under this Agreement. The successor
Owner Trust Administrator shall mail a notice of its succession to the
Noteholders and the Certificateholders. The resigning Owner Trust
Administrator shall promptly transfer or cause to
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be transferred all property and any related agreements, documents and
statements held by it as Owner Trust Administrator to the successor Owner Trust
Administrator and the resigning Owner Trust Administrator shall execute and
deliver such instruments and do other things as may reasonably be required for
fully and certainly vesting in the successor Owner Trust Administrator all
rights, power, duties and obligations hereunder.
(h) In no event shall a resigning Owner Trust Administrator be liable
for the acts or omissions of any successor Owner Trust Administrator
hereunder.
(i) In the exercise or administration of its duties hereunder and
under the Related Documents, the Owner Trust Administrator may act directly or
through its agents or attorneys pursuant to agreements entered into with any
of them, and the Owner Trust Administrator shall not be liable for the conduct
or misconduct of such agents or attorneys if such agents or attorneys shall
have been selected by the Owner Trust Administrator with due care.
9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or
the resignation or removal of the Owner Trust Administrator pursuant to
Section 8(b) or (c), respectively, the Owner Trust 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 Owner Trust
Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Owner Trust Administrator. In the event
of the resignation or removal of the Owner Trust Administrator pursuant to
Section 8(b) or (c), respectively, the Owner Trust 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 Owner Trust
Administrator.
10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(i) if to the Issuer or the Owner Trustee, to:
Regions Auto Receivables Trust 2003-1
In care of Wachovia Bank of Delaware, National Association
One Xxxxxx Square
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
(ii) if to the Owner Trust Administrator, to:
Regions Bank
000 00xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxx
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with a copy to:
Regions Bank
Office of the General Counsel
000 00xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: R. Xxxx Deer
(iii) if to the Indenture Trustee, to:
The Bank of New York
000 Xxxxxxx Xxxxxx - 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset Backed Securities Unit
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.
11. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Owner Trust
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 such
amendment will not materially and adversely affect the interest of any
Noteholder or Certificateholder. This Agreement may also be amended by the
Issuer, the Owner Trust Administrator and the Indenture Trustee with the
written consent of the Owner Trustee, Noteholders holding not less than a
majority of the Outstanding Amount of the Notes and the Holders of
Certificates evidencing not less than a majority of the Percentage Interests
in the Certificates (excluding for purposes of this Section 11 Certificates
held by the Seller or any of its affiliates) 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 holders of the Notes or the
Certificates which are required to consent to any such amendment, without the
consent of the holders of all the outstanding Notes and Certificates.
Notwithstanding the foregoing, the Owner Trust Administrator may not amend
this Agreement without the permission of the Seller, which permission shall
not be unreasonably withheld.
12. Successors and Assigns. This Agreement may not be assigned by the
Owner Trust 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
12
assignee hereunder in the same manner as the Owner Trust Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Owner Trust 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 Owner Trust 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 Owner Trust Administrator is bound
hereunder and represents that it has the financial ability to satisfy its
indemnification obligations hereunder. Notwithstanding the foregoing, the
Owner Trust Administrator can transfer its obligations to any affiliate that
succeeds to substantially all of the assets and liabilities of the Owner Trust
Administrator and who has represented and warranted that it is not less
creditworthy than the Owner Trust Administrator. Subject to the foregoing,
this Agreement shall bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
14. 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.
15. 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.
16. 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.
17. Not Applicable to The Bank of New York in Other Capacities.
Nothing in this Agreement shall affect any obligation The Bank of New York may
have in any other capacity.
18. Limitation of Liability of Owner Trustee and Indenture Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by the Owner Trustee solely in its capacity
as Owner Trustee and in no event shall the 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
13
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 the Indenture Trustee solely as Indenture
Trustee and in no event shall the 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.
(c) No recourse under any obligation, covenant or agreement of the
Issuer contained in this Agreement shall be had against any agent of the
Issuer (including the Owner Trust Administrator and the Owner Trustee) as such
by the enforcement of any assessment or by any legal or equitable proceeding,
by virtue of any statute or otherwise; it being expressly agreed and
understood that this Agreement is solely an obligation of the Issuer as a
Delaware common law trust, and that no personal liability whatever shall
attach to or be incurred by any agent of the Issuer (including the Owner Trust
Administrator and the Owner Trustee), as such, under or by reason of any of
the obligations, covenants or agreements of the Issuer contained in this
Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Issuer of any such obligations, covenants or agreements,
either at common law or at equity, or by statute or constitution, of every
such agent is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement.
19. Third-Party Beneficiary. The Seller, the Depositor, the Owner
Trustee and the Owner Trustee in its individual capacity are third-party
beneficiaries to this Agreement and are entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if each were a party
hereto.
20. Nonpetition Covenants. Notwithstanding any prior termination of
this Agreement, the Owner Trust Administrator 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 of 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 conservator, 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.
21. Liability of Owner Trust Administrator. Notwithstanding any
provision of this Agreement, the Owner Trust Administrator shall not have any
obligations under this Agreement other than those specifically set forth
herein, and no implied obligations of the Owner Trust Administrator shall be
read into this Agreement. Neither the Owner Trust Administrator nor any of its
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken in good faith by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct and in no event shall the Owner Trust Administrator be liable under
or in connection with this Agreement for indirect, special or consequential
losses or damages of any kind, including lost profits, even if advised of the
14
possibility thereof and regardless of the form of action by which such losses
or damages may be claimed. Without limiting the foregoing, the Owner Trust
Administrator may (a) consult with legal counsel (including counsel for the
Issuer), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts
and (b) shall incur no liability under or in respect if this Agreement by
acting upon any notice (including notice by telephone), consent, certificate
or other instrument or writing (which may be by facsimile) believed by it to
be genuine and signed or sent by the proper party or parties.
15
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Owner Trustee
of REGIONS AUTO RECEIVABLES TRUST
2003-1
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Trust Officer
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Indenture Trustee
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
REGIONS BANK,
as Owner Trust Administrator
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
16
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK }
}
COUNTY OF NEW YORK }
KNOW ALL MEN BY THESE PRESENTS, that Wachovia Bank of Delaware, National
Association, a national banking association, not in its individual capacity
but solely as owner trustee (the "Owner Trustee") for Regions Auto Receivables
Trust 2003-1 (the "Trust"), does hereby make, constitute and appoint Regions
Bank, as administrator (the "Owner Trust Administrator") under the Owner Trust
Administration Agreement dated March 1, 2003 (the "Owner Trust Administration
Agreement"), among the Trust, the Owner Trust Administrator and The Bank of
New York, as Indenture Trustee, as the same may be amended from time to time,
and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the
Owner Trustee or the Trust all such documents, reports, filings, instruments,
certificates and opinions as it should be the duty of the Owner Trustee or the
Trust to prepare, file or deliver pursuant to the Basic Documents, or pursuant
to Section 5.05(a), (b), (c) or (d) of the Trust Agreement, including, without
limitation, to appear for and represent the Owner Trustee and the Trust in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Trust, and with full power to perform any and
all acts associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restrictions on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed by the
Owner Trustee are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall have
the meanings ascribed thereto in the Owner Trust Administration Agreement.
EXECUTED this ____ day of ____________, 200_.
WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Owner Trustee
of REGIONS AUTO RECEIVABLES TRUST
2003-1
By: _________________________________
Name:
Title:
STATE OF ___________ }
}
COUNTY OF _________ }
Before me, the undersigned authority, on this day personally appeared
_______________________, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that s/he signed the same
for the purposes and considerations therein expressed.
Sworn to before me this ___
day of _______, 200__.
_________________________________________
Notary Public - State of ____________
