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EXHIBIT 99.7
ADMINISTRATION AGREEMENT
BETWEEN
CAPITAL AUTO RECEIVABLES ASSET TRUST 20___-SN[1]
ISSUER
AND
GENERAL MOTORS ACCEPTANCE CORPORATION
ADMINISTRATOR
AND
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INDENTURE TRUSTEE
DATED AS OF ________, 20___
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ADMINISTRATION AGREEMENT, dated as of ________, 20___, among
CAPITAL AUTO RECEIVABLES ASSET TRUST 20___-SN[1], a Delaware business trust (the
"Issuer"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, as
administrator (the "Administrator"), and ____________________________, a
_____________________ not in its individual capacity but solely as Indenture
Trustee (the "Indenture Trustee").
WHEREAS, the Issuer is issuing Notes pursuant to an Indenture,
dated as of the date hereof (as it may be amended from time to time, the
"Indenture"), between the Issuer and the Indenture Trustee;
WHEREAS, the Issuer has entered into or assumed certain
agreements in connection with the issuance of the Notes and the Certificates,
including (i) the Trust Sale and Servicing Agreement, (ii) the Note Depository
Agreement and (iii) the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer and
_______________, as Owner Trustee, are required to perform certain duties in
connection with (i) the Notes and the Collateral and (ii) the Certificates;
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause, and to provide such additional services
consistent with the terms of this Agreement and the Basic Documents as the
Issuer and the Owner Trustee may from time to time request;
WHEREAS, the Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the Issuer
and the Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties agree as follows:
1. Certain Definitions. Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned them in Part I of Appendix A to the
Secured Note Trust Sale and Servicing Agreement of even date herewith, between
the Issuer, the Seller and General Motors Acceptance Corporation, as Servicer
(as it may be amended from time to time, the "Trust Sale and Servicing
Agreement"). All references herein to "the Agreement" or "this Agreement" are to
this Administration Agreement as it may be amended from time to time, and all
references herein to Sections are to Sections of this Agreement unless otherwise
specified. The rules of construction set forth in Part II of such Appendix A
shall be applicable to this Agreement.
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2. Duties of the Administrator.
2.1 Duties with Respect to the Depository Agreements and the Indenture.
(a) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Indenture[, THE
SWAP COUNTERPARTY RIGHTS AGREEMENT] and the Depository Agreements. In
addition, the Administrator shall consult with the Owner Trustee
regarding the duties of the Issuer under the Indenture[, THE SWAP
COUNTERPARTY RIGHTS AGREEMENT] 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[, THE SWAP COUNTERPARTY RIGHTS
AGREEMENT] and the Depository Agreements. The 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, notices and opinions as it shall be the duty
of the Issuer to prepare, file or deliver pursuant to the Indenture[,
THE SWAP COUNTERPARTY RIGHTS AGREEMENT] and the Depository Agreements.
In furtherance of the foregoing, the Administrator shall take all
appropriate action that it is the duty of the Issuer to take pursuant
to the Indenture [AND THE SWAP COUNTERPARTY RIGHTS AGREEMENT],
including such of the foregoing as are required with respect to the
following matters under the Indenture (references are to sections of
the Indenture unless otherwise noted):
(i) the preparation of or obtaining of the documents
and instruments required for authentication of the Notes and
delivery of the same to the Indenture Trustee (Section 2.2);
(ii) 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);
(iii) the notification of Noteholders of the final
principal payment on their Notes (Section 2.7(d));
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.9);
(v) the preparation of Definitive Notes and arranging
the delivery thereof (Section 2.12);
(vi) the maintenance of an office in the Borough of
Manhattan, the City of New York, for registration of transfer
or exchange of Notes (Section 3.2);
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(vii) 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 3.3);
(viii) the direction to the Indenture Trustee to
deposit monies with Paying Agents, if any, other than the
Indenture Trustee (Section 3.3);
(ix) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in
the Trust Estate (Section 3.4);
(x) the preparation of all supplements, amendments,
financing statements, continuation statements, instruments of
further assurance and other instruments, in accordance with
Section 3.5 of the Indenture, necessary to protect the Trust
Estate (Section 3.5);
(xi) the delivery of the Opinion of Counsel on the
Closing Date, in accordance with Section 3.6 of the Indenture,
as to the Trust Estate, and the annual delivery of the
Officers' Certificate and certain other statements, in
accordance with Section 3.9 of the Indenture, as to compliance
with the Indenture (Sections 3.6 and 3.9);
(xii) the identification to the Indenture Trustee in
an Officers' Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.7(b));
(xiii) the notification of the Indenture Trustee and
the Rating Agencies of a Servicer Default pursuant to the
Trust Sale and Servicing Agreement and, if such Servicer
Default arises from the failure of the Servicer to perform any
of its duties under the Trust Sale and Servicing Agreement,
the taking of all reasonable steps available to remedy such
failure (Section 3.7(d));
(xiv) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.11);
(xv) the delivery of notice to the Indenture Trustee
of each Event of Default under the Indenture, each Servicer
Default, each default by the Seller under the Trust Sale and
Servicing Agreement and each default by GMAC under the Pooling
and Servicing Agreement (Section 3.19);
(xvi) the monitoring of the Issuer's obligations as
to the satisfaction and discharge of the Indenture and the
preparation of an Officers' Certificate and the
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obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.1);
(xvii) the compliance with any written directive of
the Indenture Trustee with respect to the sale of the Trust
Estate in a commercially reasonable manner if an Event of
Default shall have occurred and be continuing (Section 5.4);
(xviii) the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section 6.8);
(xix) the preparation of any written instruments
required to confirm more fully the authority of any co-trustee
or separate trustee and any written instruments necessary in
connection with the resignation or removal of any co-trustee
or separate trustee (Section 6.10);
(xx) the furnishing of the Indenture Trustee with the
names and addresses of Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(xxi) the preparation, the execution on behalf of the
Issuer and 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);
(xxii) the opening of one or more accounts in the
Trust's name, the preparation 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 Designated Accounts (Sections 8.2 and 8.3);
(xxiii) 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 as defined in the Indenture
(Sections 8.4 and 8.5);
(xxiv) 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);
(xxv) the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.6);
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(xxvi) the notification of Noteholders and the Rating
Agencies of redemption of the Class A-__ Notes [AND ANY
VARIABLE PAY REVOLVING NOTES] or the duty to cause the
Indenture Trustee to provide such notification (Sections 10.1
and 10.2);
(xxvii) the preparation 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
11.1(a));
(xxviii) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of property from the lien of the
Indenture (Sections 11.1(c), 11.1(d), 11.1(e) and 11.1(f));
(xxix) 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 (Section 11.4);
(xxx) the preparation and delivery to Noteholders and
the Indenture Trustee of any agreements with respect to
alternate payment and notice provisions (Section 11.6);
(xxxi) the recording of the Indenture, if applicable
(Section 11.16); and
(xxxii) [INSERT ANY DELIVERIES TO SWAP COUNTERPARTY.]
(b) The Administrator will perform those payment and indemnity
obligations of the Servicer under Section 3.01 of the Pooling and
Servicing Agreement and Section 6.01 of the Trust Sale and Servicing
Agreement in the event that the Servicer fails to perform such
obligations.
2.2 Additional Duties.
(a) In addition to the duties of the Administrator set forth
above, the Administrator shall perform all the duties of the Issuer
under the Basic Documents, including making all calculations and shall
prepare for execution by the Issuer or the Owner Trustee or shall cause
the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates, notices and opinions as it
shall be the duty of the Issuer or the Owner Trustee to prepare, file
or deliver pursuant to the Basic Documents, and at the request of the
Owner Trustee shall take all appropriate action that it is the duty of
the Issuer or the Owner Trustee to take pursuant to the Basic
Documents. Subject to Section 7 of this Agreement, and in accordance
with the directions of the Owner Trustee, the Administrator shall
administer, perform or supervise the performance of such other
activities in connection
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with the Collateral (including the Basic Documents) as are not covered
by any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the
Administrator.
(b) Notwithstanding anything in this Agreement or the Basic
Documents to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee if any withholding tax is imposed
on the Trust's payments to a Certificateholder as contemplated in
Section 5.2(c) of the Trust Agreement. Any such notice shall specify
the amount of any withholding tax required to be withheld by the Owner
Trustee pursuant to such provision.
(c) Notwithstanding anything in this Agreement or the Basic
Documents to the contrary, the Administrator shall be responsible for
performance of the duties of the Owner Trustee set forth in Section
5.4(a), (b), (c) and (d) of the Trust Agreement with respect to, among
other things, accounting and reports to Certificateholders; provided,
however, that if the Owner Trustee is notified by the Administrator
that the Issuer is deemed to be taxable as a partnership for federal
income tax purposes, the Owner Trustee shall retain responsibility for
the distribution to the Certificateholders of the Schedule K-1s
necessary to enable each Certificateholder to prepare its federal and
state income tax returns.
(d) The Administrator may satisfy any obligations it may have
with respect to clauses (a), (b) and (c) above by retaining, at the
expense of the Trust payable by the Administrator, a firm of
independent public accountants acceptable to the Owner Trustee which
shall perform the obligations of the Administrator thereunder.
(e) The Administrator shall perform the duties of the
Administrator specified in Section 6.10 of the Trust Agreement required
to be performed in connection with the resignation or removal of the
Owner Trustee, and any other duties expressly required to be performed
by the Administrator under the Trust Agreement.
(f) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its Affiliates;
provided, however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the Issuer and
shall be, in the Administrator's opinion, no less favorable to the
Issuer than would be available from Persons that are not Affiliates of
the Administrator.
(g) The Administrator shall indemnify, defend and hold
harmless the Indenture Trustee and the Owner Trustee from and against
any and all costs, expenses, losses, claims, damages, and liabilities
to the extent that such cost, expense, loss, claim, damage, or
liability arose out of, or was imposed upon the Indenture Trustee or
the Owner Trustee through the negligence, willful misfeasance or bad
faith of the Administrator in the performance of its duties under this
Agreement or by reason of reckless disregard of its obligations and
duties
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under this Agreement. Indemnification under this Section 2.2(g) shall
include, without limitation, reasonable fees and expenses of counsel
and expenses of litigation. If the Administrator has made any indemnity
payments pursuant to this Section 2.2(g) and the recipient thereafter
collects any of such amounts from others, the recipient shall promptly
repay such amounts collected to the Administrator, without interest.
2.3 Non-Ministerial Matters.
(a) 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:
(i) the amendment of or any supplement to the
Indenture;
(ii) 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;
(iii) the amendment, change or modification of any of
the Basic Documents;
(iv) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Administrators or Successor Servicers, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee.
(b) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not,
(x) make any payments to the Noteholders under the Basic Documents, (y)
sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z)
take any other action that the Issuer directs the Administrator not to
take on its behalf.
3. Successor Servicer and Administrator. The Issuer shall undertake, as promptly
as possible after the giving of notice of termination to the Servicer of the
Servicer's rights and powers pursuant to Section 7.02 of the Trust Sale and
Servicing Agreement, to enforce the provisions of Sections 7.02, 7.03 and 7.04
of the Trust Sale and Servicing Agreement with respect to the appointment of a
successor Servicer. Such successor Servicer shall, upon compliance with Sections
10(e)(ii) and (iii), become the successor Administrator hereunder.
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4. Records. The Administrator shall comply with Section 5.4 of the Trust
Agreement, including, without limitation, maintaining 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.
5. Compensation. As compensation for the performance of the Administrator's
obligations under this Agreement and as reimbursement for its expenses related
thereto, the Servicer shall pay the Administrator a monthly fee in the amount of
$1,500.
6. 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.
7. 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.
8. 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.
9. 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.
10. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the termination of the
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 10(e), the Administrator may give notice of its
intent to resign its duties hereunder by providing the Issuer with at least 60
days' prior written notice.
(c) Subject to Section 10(e), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days' prior
written notice.
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(d) Subject to Section 10(e), 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 from the Issuer of
such default, shall not cure such default within ten days (or, if such
default cannot be cured in such time, shall not give within ten days
such assurance of cure as shall be reasonably satisfactory to the
Issuer);
(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 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, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section 10(d) shall occur, it shall give written notice
thereof to the Issuer and the Indenture Trustee within seven days after the
happening of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section 10 shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer, (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder, and (iii) the Rating Agency Condition
has been satisfied with respect to such proposed appointment.
11. Action upon Termination, Resignation or Removal. Promptly upon the effective
date of termination of this Agreement pursuant to Section 10(a) or the
resignation or removal of the Administrator pursuant to Section 10(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the effective date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 10(a) deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
10(b) or (c), respectively, the Administrator shall cooperate with the Issuer
and
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take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.
12. Notices. All demands, notices and communications upon or to the Issuer, the
Administrator or the Indenture Trustee under this Agreement shall be delivered
as specified in Appendix B of the Trust Sale and Servicing Agreement.
13. Amendments.
(a) This Agreement may be amended from time to time with prior notice
to the Rating Agencies by a written amendment duly executed and delivered by the
Issuer, the Administrator and the Indenture Trustee, with the written consent of
the Owner Trustee, without the consent of the Noteholders or the
Certificateholders, for any of the following purposes:
(i) to add provisions hereof for the benefit of the
Noteholders and Certificateholders or to surrender any right or power
herein conferred upon the Administrator;
(ii) to cure any ambiguity or to correct or supplement any
provision herein which may be inconsistent with any other provision
herein;
(iii) to evidence and provide for the appointment of a
successor Administrator hereunder and to add to or change any of the
provisions of this Agreement as shall be necessary to facilitate such
succession; and
(iv) to add any provisions to or change in any manner or
eliminate any of the provisions of this Agreement or to modify in any
manner the rights of the Noteholders or Certificateholders; provided,
however, that such amendment under this Section 13(a)(iv) shall not, as
evidenced by an Opinion of Counsel, materially and adversely affect in
any material respect the interest of any Noteholder or
Certificateholder.
(b) This Agreement may also be amended by the Issuer, the Administrator
and the Indenture Trustee with prior notice to the Rating Agencies and with the
written consent of the Owner Trustee and the holders of Notes evidencing at
least a majority in the Outstanding Amount of the Notes as of the close of the
immediately preceding Distribution Date and the holders of Certificates
evidencing at least a majority of the Voting Interests as of the close of the
preceding Distribution Date for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of 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 Secured Notes or distributions that are required to be made for the
benefit of the Noteholders or Certificateholders, (ii) reduce the percentage of
the holders of Notes and Certificates which are required to consent to any
amendment of this Agreement or (iii) modify or alter any provision of this
Section 13, except
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to provide that certain additional provisions of this Agreement and the Basic
Documents cannot be modified or waived without the consent of each Noteholder
and Certificateholder affected thereby, without, in any such case, the consent
of the holders of all the outstanding Notes and Certificates.
(c) Notwithstanding Sections 13(a) and (b), the Administrator may not
amend this Agreement without the permission of the Seller, which permission
shall not be unreasonably withheld.
14. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization executes
and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of such assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.
15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
16. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.
17. Separate Counterparts. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
18. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall for any reason whatsoever be held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the holders
thereof.
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19. Not Applicable to General Motors Acceptance Corporation in Other Capacities.
Nothing in this Agreement shall affect any obligation General Motors Acceptance
Corporation may have in any other capacity.
20. Limitation of Liability of Owner Trustee and Indenture Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by _____________, not in its individual
capacity but solely as Owner Trustee and in no event shall _____________ have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Agreement, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VI of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by ________________________, not in its
individual capacity but solely in its capacity as Indenture Trustee and in no
event shall ______________________ 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.
21. 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.
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IN WITNESS WHEREOF, the parties have caused this
Administration Agreement to be duly executed by their respective officers as of
the day and year first above written.
CAPITAL AUTO RECEIVABLES ASSET TRUST 20___-SN[1]
By: ,
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not in its individual capacity, but solely as Owner
Trustee on behalf of the Trust
By:
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Name:
Title:
, as
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Indenture Trustee
By:
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Name:
Title:
GENERAL MOTORS ACCEPTANCE CORPORATION, as
Administrator
By:
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Name:
Title:
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