EXHIBIT 10.4
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PROVIDENT EQUIPMENT LEASE TRUST 1998-A
FORM OF
MANAGEMENT AGREEMENT
among
PROVIDENT EQUIPMENT LEASE TRUST 1998-A,
as Issuer,
and
INFORMATION LEASING CORPORATION,
as Manager,
and
[NAME OF INDENTURE]
as Indenture Trustee.
Dated as of September 1, 1998
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|| TABLE OF CONTENTS
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Section Page
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1. Duties of Manager......................................................... 2
(a) Duties with Respect to the Indenture and the Depository Agreement.. 2
(b) Duties with Respect to Trust....................................... 5
(c) Non-Ministerial Matters............................................ 6
2. Records................................................................. 7
3. Compensation............................................................ 7
4. Additional Information To Be Furnished to Issuer........................ 7
5. Independence of Manager................................................. 7
6. No Joint Venture........................................................ 7
7. Other Activities of Manager............................................. 7
8. Term of Agreement; Resignation and Removal of Manager................... 8
9. Action upon Termination, Resignation or Removal........................ 10
10. Notices................................................................ 10
11. Amendments............................................................. 11
12. Successors and Assigns................................................. 12
13. Governing Law.......................................................... 12
14. Headings............................................................... 12
15. Counterparts........................................................... 12
16. Severability........................................................... 12
17. Not Applicable to Information Leasing Corporation in Other Capacities.. 12
18. Limitation of Liability of Trustee and Indenture Trustee............... 13
19. Third-Party Beneficiary................................................ 13
20. Indemnification........................................................ 13
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MANAGEMENT AGREEMENT dated as of September 1, 1998, among PROVIDENT
EQUIPMENT LEASE TRUST 1998-A, a Delaware business trust ("Issuer"),
INFORMATION LEASING CORPORATION, an Ohio corporation, as Manager ("Manager"),
and [NAME OF INDENTURE TRUSTEE], a [ ], not in its individual capacity but
solely as Indenture Trustee ("Indenture Trustee").
RECITALS
WHEREAS Issuer is issuing [ ]% Class A-1 Lease-Backed Notes, [ ]%
Class A-2 Lease-Backed Notes and Class B Lease-Backed Notes (collectively, the
"Notes") pursuant to the Indenture, dated as of September 1, 1998 (as amended
and supplemented from time to time in accordance with the provisions thereof,
"Indenture"), between Issuer and Indenture Trustee (capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned such
terms in Appendix X to the Indenture);
WHEREAS Issuer has entered into certain agreements in connection with the
issuance of the Notes and of certain beneficial ownership interests of the
Issuer, including: (i) the Pooling and Servicing Agreement, (ii) a Depository
Agreement, dated September __, 1998 (the "Depository Agreement"), among
Issuer, Indenture Trustee, Manager and The Depository Trust Company,(iii) the
Indenture, and (iv) the Trust Agreement (the Pooling and Servicing Agreement,
the Depository Agreement, the Indenture and the Trust Agreement being
hereinafter referred to collectively as the "Related Agreements");
WHEREAS pursuant to the Related Agreements, Issuer and 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 Issuer (the registered Holders of
such interests being referred to herein as the "Owners");
WHEREAS Issuer and Trustee desire to have Manager perform certain of the
duties of Issuer and Trustee referred to in the preceding clause, and to
provide such additional services consistent with this Agreement and the
Related Agreements as Issuer and Trustee may from time to time request;
WHEREAS Manager has the capacity to provide the services required hereby
and is willing to perform such services for Issuer and Trustee on the terms
set forth herein;
NOW, THEREFORE, in consideration of the mutual terms and 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 Manager.
(a) Duties with Respect to the Indenture and the Depository Agreement.
Manager shall perform all of its duties as Manager and the duties of Issuer
and Trustee under the Depository Agreement. In addition, Manager shall consult
with Trustee regarding the duties of Issuer and Trustee under the Indenture
and the Depository Agreement. Manager shall monitor the performance of Issuer
and shall advise Trustee when action is necessary to comply with Issuer's or
Trustee's duties under the Indenture and the Depository Agreement. Manager
shall prepare for execution by Issuer or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of Issuer or Trustee to
prepare, file or deliver pursuant to the Indenture or the Depository
Agreement. In furtherance of the foregoing, Manager shall take all appropriate
action that is the duty of Issuer or Trustee to take pursuant to the Indenture
or the Depository Agreement, including, without limitation, such of the
foregoing as are required with respect to the following matters (references in
this Section are to sections of the Indenture):
(i) the preparation of all Officer's Certificates and Opinions of
Counsel with respect to any requests by Issuer to Indenture Trustee to
take any action under the Indenture (Section 1.2);
(ii) the preparation of or obtaining of the documents and
instruments required for authentication of the Notes and delivery of the
same to Indenture Trustee (Section 2.2);
(iii) the duty to cause the Note Register to be kept and to give
Indenture Trustee notice of any appointment of a new Note Registrar and
the location, or change in location, of the Note Register (Section 2.3);
(iv) the review of evidence of the destruction, loss or theft of
any Notes and the preparation or obtaining of documents or instruments
required for the authentication of replacement Notes and the delivery of
same to Indenture Trustee (Section 2.4);
(v) the furnishing to Indenture Trustee with the names and
addresses of Noteholders during any period when Indenture Trustee is not
the Note Registrar (Section 2.11);
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(vi) the preparation of Issuer Orders and all other actions
necessary with respect to investment and reinvestment of funds in the
Trust Accounts (Section 3.1(c));
(vii) the preparation and delivery of Issuer Requests for the
release of Leases and interests in the related Equipment from the lien of
the Indenture (Section 4.3);
(viii) the compliance with any written directive of 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 (Sections 6.3 and 6.16);
(ix) the delivery of any Noteholder waiver of an Event of Default
to Indenture Trustee (Section 6.13);
(x) the preparation of Issuer Orders and the obtaining of
Opinions of Counsel with respect to the execution of supplemental
indentures and the mailing to Noteholders of notices with respect to such
supplemental indentures (Sections 7.8, 7.9, 7.10, 9.1, 9.2 and 9.3);
(xi) the determination of the need to appoint a co-trustee or
separate trustee, the selection of such trustee, the preparation of all
instruments and agreements necessary or proper for the appointment of
such trustee and the preparation of all instruments and agreements
necessary to accept the resignation or removal such trustee (Section
7.12);
(xii) the notification of Indenture Trustee if the Notes become
listed on any exchange (Section 7.15);
(xiii) the maintenance of an office for registration of transfer or
exchange of Notes (Section 8.2);
(xiv) the duty to cause newly appointed Paying Agents, if any, to
deliver to Indenture Trustee the instrument specified in the Indenture
regarding funds held in trust (Section 8.3);
(xv) the direction to the Paying Agents to deposit moneys with
Indenture Trustee (Section 8.3);
(xvi) the obtaining and preservation of 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 and agreement included in
the Trust Estate (Section 8.4);
(xvii) the preparation and delivery of all documents, agreements,
approvals, notices, Officer's Certificates, and Opinions of Counsel
necessary for any merger or consolidation of Issuer (Section 8.4);
(xviii) the preparation of all supplements, amendments, financing
statements, continuation statements, instruments of further assurance and
other instruments, in accordance with Section 8.5 of the Indenture, neces
sary to protect the Trust Estate (Section 8.5);
(xix) the notification of Indenture Trustee and the Noteholders of
a Servicer Default pursuant to the Pooling and Servicing Agreement
(Section 8.7(d));
(xx) the delivery of notice to Indenture Trustee and the Rating
Agencies of each Event of Default under the Indenture and each default by
Servicer or Transferor under the Pooling and Servicing Agreement and each
default by ILC under the Purchase Agreement (Section 8.9);
(xxi) the preparation, execution and filing with the Commission and
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 the transmission of such summaries, as
necessary, to the Noteholders (Section 8.12);
(xxii) the execution and delivery of new Notes conforming to any
supplemental indenture (Section 9.5);
(xxiii) the monitoring of Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officers' Certificate and the obtaining of the Opinion of Counsel
relating thereto (Section 10.1);
(b) Duties with Respect to Trust. (i) In addition to the duties of
Manager set forth above, Manager shall perform such calculations, and shall
prepare for execution by Issuer or Trustee or shall cause the preparation by
other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions, as it shall be the duty of Issuer or
Trustee to perform, prepare, file or deliver pursuant to the Related
Agreements, and at the request of Trustee shall take all appropriate action
that it is the duty of Issuer or Trustee to take pursuant to the Related
Agreements. Subject to Section 5 of this Agreement, and in accordance with the
directions of Trustee, Manager shall administer,
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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 and as are expressly requested by Trustee and are
reasonably within the capability of Manager.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, Manager shall be responsible for promptly
notifying Trustee in the event that any withholding tax is imposed on
Trust's payments (or allocations of income) to an Owner 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 Trustee
pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, Manager shall be responsible for performance
of the duties of Trustee set forth in Sections 5.5(a), (b), (c) and (d),
the penultimate sentence of Section 5.5, and 5.6(a) of the Trust
Agreement with respect to, among other things, accounting and reports to
Owners; provided, however, that Trustee shall retain responsibility for
the distribution of the Schedule K-1s necessary to enable each Owner to
prepare its Federal and state income tax returns.
(iv) Manager shall satisfy its obligations with respect to clauses
(ii) and (iii) by retaining, at the expense of the Trust payable by
Servicer, a firm of independent certified public accountants (the
"Accountants") acceptable to Trustee, which Accountants shall perform the
obligations of Manager thereunder. In connection with clause (ii),
Accountants will provide prior to ________, 1998, a letter in form and
substance satisfactory to 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. 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) Manager shall perform the duties of Manager specified in
Section 10.2 of the Trust Agreement required to be performed in
connection with the resignation or removal of Trustee, and any other
duties expressly required to be performed by Manager under the Trust
Agreement.
(vi) In carrying out the foregoing duties or any of its other
obligations under this Agreement, Manager may enter into transactions
with or otherwise deal with any of its affiliates; provided, however,
that
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the terms of any such transactions or dealings shall be in accordance
with any directions received from Issuer and shall be, in Manager's
opinion, no less favorable to Issuer than would be available from
unaffiliated parties.
(vii) Manager hereby agrees to execute on behalf of Issuer all such
documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of Issuer to prepare, file or deliver pursuant to the
Basic Documents or otherwise by law.
(c) Non-Ministerial Matters. (i) With respect to matters that in the
reasonable judgment of Manager are non-ministerial, Manager shall not take any
action unless within a reasonable time before the taking of such action
Manager shall have notified Trustee of the proposed action and 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 Issuer and the
compromise of any action, claim or lawsuit brought by or against
Issuer (other than in connection with the collection of the Trust
Estate);
(C) the amendment, change or modification of the Related
Agreements;
(D) the appointment of successor Note Registrars, successor
Paying Agents and successor Trustees pursuant to the Indenture or
the appointment of successor Managers or successor Servicers, or the
consent to the assignment by the Note Registrar, Paying Agent or
Indenture Trustee of its obligations under the Indenture; and
(E) the removal of Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement,
Manager 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 6.3 of the Indenture or (z) take any other
action that Issuer directs Manager not to take on its behalf.
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2. Records. Manager 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 Issuer, Indenture Trustee and
Depositor at any time during normal business hours.
3. Compensation. As compensation for the performance of Manager's
obligations under this Agreement and as reimbursement for its expenses related
thereto, Manager shall be entitled to $500 per quarter payable in arrears on
each Payment Date, which payment shall be solely an obligation of Servicer.
4. Additional Information To Be Furnished to Issuer. Manager shall
furnish to Issuer from time to time such additional information regarding the
Collateral as Issuer shall reasonably request.
5. Independence of Manager. For all purposes of this Agreement, Manager
shall be an independent contractor and shall not be subject to the supervision
of Issuer or Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by
Issuer, Manager shall have no authority to act for or represent Issuer or
Trustee in any way (other than as permitted hereunder) and shall not otherwise
be deemed an agent of Issuer or Trustee.
6. No Joint Venture. Nothing contained in this Agreement: (i) shall
constitute Manager and either of Issuer or 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 Manager. Nothing herein shall prevent Manager or
its Affiliates from engaging in other businesses or, in its sole discretion,
from acting in a similar capacity as an Manager for any other Person even
though such Person may engage in business activities similar to those of
Issuer, Trustee or Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Manager.
(a) This Agreement shall continue in force until the dissolution of
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e), Manager may resign its duties hereunder by
providing Issuer, Indenture Trustee and Servicer with at least 60 days' prior
written notice.
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(c) Subject to Section 8(e), Issuer may remove Manager without cause by
providing Manager, Indenture Trustee and Servicer with at least 60 days' prior
written notice.
(d) Subject to Section 8(e), at the sole option of Issuer, Manager may be
removed immediately upon written notice of termination from Issuer to Manager,
Indenture Trustee and Servicer if any of the following events shall occur:
(i) Manager 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 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 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 Manager 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 Manager or any
substantial part of its property or order the winding-up or liquidation
of its affairs; or
(iii) Manager 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 Manager 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.
Manager 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
Issuer, Servicer and Indenture Trustee within seven days after the happening
of such event.
(e) Upon Manager's receipt of notice of termination, pursuant to Sections
8(c) or (d), or Manager's resignation in accordance with this Agreement, the
predecessor Manager shall continue to perform its functions as Manager under
this Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation,
until the later of: (x) the date 45 days from the delivery to Issuer,
Indenture Trustee and Servicer of
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written notice of such resignation (or written confirmation of such notice) in
accordance with this Agreement and (y) the date upon which the predecessor
Manager shall become unable to act as Manager, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the event of Manager's
termination hereunder, Issuer shall appoint a successor Manager acceptable to
Indenture Trustee, and the successor Manager shall accept its appointment by a
written assumption in form acceptable to Indenture Trustee. In the event that
a successor Manager has not been appointed at the time when the predecessor
Manager has ceased to act as Manager in accordance with this Section,
Indenture Trustee without further action shall automatically be appointed the
successor Manager and Indenture Trustee shall be entitled to the compensation
specified in Section 3. Notwithstanding the above, Indenture Trustee shall, if
it shall be unable so to act, appoint or petition a court of competent
jurisdiction to appoint any established institution having a net worth of not
less than $50,000,000 and whose regular business shall include the performance
of functions similar to those of Manager, as the successor to Manager under
this Agreement.
(f) Upon appointment, the successor Manager (including Indenture Trustee
acting as successor Manager) shall be the successor in all respects to the
predecessor Manager and shall be subject to all the responsibilities, duties
and liabilities arising thereafter relating thereto placed on the predecessor
Manager and shall be entitled to the compensation specified in Section 3 and
all the rights granted to the predecessor Manager by the terms and provisions
of this Agreement.
(g) Except when and if Indenture Trustee is appointed successor Manager,
Manager may not resign unless it is prohibited from serving as such by law as
evidenced by an Opinion of Counsel to such effect delivered to Indenture
Trustee. No resignation or removal of Manager pursuant to this Section shall
be effective until: (i) a successor Manager shall have been appointed by
Issuer and (ii) such successor Manager shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as Manager is bound
hereunder.
(h) The appointment of any successor Manager shall be effective only
after satisfaction of the Rating Agency Condition with respect to the proposed
appointment.
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 Manager pursuant to Section 8(b) or (c),
respectively, Manager shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or
removal. Manager shall forthwith upon such termination pursuant to Section
8(a) deliver to Issuer all property and documents of or relating to the
Collateral then in the
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custody of Manager. In the event of the resignation or removal of Manager
pursuant to Section 8(b) or (c), respectively, Manager shall cooperate with
Issuer and Indenture Trustee and take all reasonable steps requested to assist
Issuer and Indenture Trustee in making an orderly transfer of the duties of
Manager.
10. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to Issuer or Trustee , to
Provident Equipment Lease Trust 0000-X
x/x [Xxxx xx Xxxxxxx]
Xxxxxxxxxx, Xxxxxxxx
Attn: [Trust Department]
[with a copy to
Attn: ]
(b) if to Manager, to
Information Leasing Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: [ ]
(c) if to Indenture Trustee, to
[Name of Indenture Trustee]
[address]
Attention: Indenture Trust Department]
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 Issuer, Manager and Indenture
Trustee, with the written consent of Trustee, but without the consent of any
of the Noteholders or the Certificateholders, to cure any ambiguity, to
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correct or supplement provisions of this Agreement or 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 the Certificateholders; provided, however, that such amendment
shall not, as evidenced by an Opinion of Counsel satisfactory to Indenture
Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder.
This Agreement may also be amended from time to time by Issuer, Manager
and Indenture Trustee with the written consent of Trustee, Noteholders holding
Notes evidencing not less than 66 2/3% of the Outstanding Principal Amount of
the Notes and the Holders of Certificates evidencing not less than 66 2/3% 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 the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Trust Estate or distributions that
are required to be made for the benefit of the Noteholders or the
Certificateholders or (ii) reduce the aforesaid percentage of the holders of
Notes and Certificates that are required to consent to any such amendment,
without the consent of the holders of all the outstanding Notes and
Certificates. Notwithstanding the foregoing, Manager may not amend this
Agreement without the permission of the Depositor, which permission shall not
be unreasonably withheld.
Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, 10 days prior thereto), Manager shall furnish
written notification of the substance of such amendment or consent to each
Certificateholder, Trustee and each of the Rating Agencies.
It shall not be necessary for the consent of the Certificateholders or
the Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof.
12. Successors and Assigns. This Agreement may not be assigned by Manager
unless such assignment is previously consented to in writing by Issuer and
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 Manager
is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by Manager without the consent of Issuer or Trustee to a corporation or
other organization that is a successor (by merger, consolidation or purchase of
assets) to Manager, provided that such successor organization executes and
delivers to Issuer, Trustee and Indenture Trustee an agreement in which such
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corporation or other organization agrees to be bound hereunder by the terms of
said assignment in the same manner as Manager is bound hereunder. 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, and the obligations, rights and remedies of the parties hereunder
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, all of
which when so executed shall together constitute but one and the same
agreement.
16. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, 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 Information Leasing Corporation in Other
Capacities. Nothing in this Agreement shall affect any obligation Information
Leasing Corporation may have in any other capacity.
18. Limitation of Liability of Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by [Name of Trustee], not in its individual capacity but
solely in its capacity as Trustee of Issuer, and in no event shall [Name of
Trustee], in its individual capacity, or any beneficial owner of Issuer have
any liability for the representations, warranties, covenants, agreements or
other obligations of Issuer hereunder, as to all of which recourse shall be
had solely to the assets of Issuer. For all purposes of this Agreement, in the
performance of any duties or obligations of Issuer thereunder, Trustee shall
be subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by [Name of Indenture Trustee], not in its
individual capacity but solely as Indenture Trustee, and in no event shall
[Name
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of Indenture Trustee] have any liability for the representations, warranties,
covenants, agreements or other obligations of 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 Issuer.
19. Third-Party Beneficiary. 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.
20. Indemnification. Manager shall indemnify Trustee and Indenture
Trustee (and their officers, directors, employees and agents) for, and hold
them harmless against, any losses, liability or expense, including attorneys'
fees reasonably incurred by them, incurred without negligence or bad faith on
their part, arising out of or in connection with (i) actions taken by either
of them pursuant to instructions given by Manager pursuant to this Agreement
or (ii) the failure of Manager to perform its obligations hereunder. The
indemnities contained in this Section shall survive the termination of this
Agreement and the resignation or removal of Manager, Trustee or Indenture
Trustee.
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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.
PROVIDENT EQUIPMENT LEASE TRUST 1998-A
By: [NAME OF TRUSTEE],
not in its individual capacity but solely as
Trustee on behalf of Issuer and on its own
behalf as Trustee under the Trust Agreement,
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
[NAME OF INDENTURE TRUSTEE],
not in its individual capacity but solely as
Indenture Trustee,
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
INFORMATION LEASING CORPORATION,
as Manager,
By:
-------------------------------------------
Name:
Title:
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