EXHIBIT 99.3
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EXECUTION COPY
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ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of May 31, 2005 (as from time to
time amended, supplemented or otherwise modified and in effect, this
"Agreement"), is by and among MERRILL AUTO TRUST SECURITIZATION 2005-1, a
Delaware statutory trust (the "Issuer"), XXXXXXX XXXXX BANK USA, a Utah
industrial bank, as administrator (in such capacity, the "Administrator"),
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as master
servicer (the "Master Servicer"), and HSBC BANK USA, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as
Indenture Trustee (in such capacity, the "Indenture Trustee").
WHEREAS, the Issuer is issuing the Notes pursuant to the Indenture and
the Certificates pursuant to the Amended and Restated Trust Agreement and has
entered into certain agreements in connection therewith, including (i) the
Sale and Servicing Agreement, dated as of May 31, 2005, among the Issuer, the
Master Servicer and the Depositor (the "Sale and Servicing Agreement") and
(ii) the Indenture, dated as of May 31, 2005, among the Issuer, the Indenture
Trustee and the Securities Administrator (the "Indenture", and together with
the Sale and Servicing Agreement, the "Related Agreements");
WHEREAS, the Issuer, Owner Trustee and the Master Servicer desire to have
the Administrator perform certain duties of the Master Servicer under the Sale
and Servicing Agreement 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;
WHEREAS, Xxxxxxx Xxxxx & Co. ("ML&CO." or the "Administrator Guarantor")
has provided a Guarantee, dated June 23, 2005, with respect to this Agreement
in the form attached hereto as Exhibit A (the "Administrator Guarantee"); and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer, Owner
Trustee and the Master Servicer on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Definitions and Usage. Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise
defined in this Agreement (including the recitals) are defined in Appendix A
to the Sale and Servicing Agreement, which also contains rules as to usage
that shall be applicable herein.
2. Duties of the Administrator. (a) The Administrator agrees to perform
all of its duties as Administrator, if any, that are expressly set forth to be
performed by it under the Sale and Servicing Agreement or the Indenture.
(b) In addition to the foregoing, the Administrator shall take, in the
name and on behalf of the Master Servicer, all appropriate action that is the
duty of the Master Servicer to take, with respect to the following matters
under the Sale and Servicing Agreement (references are to sections of the Sale
and Servicing Agreement):
(A) The repurchase of any Receivable pursuant to Section 3.6,
including payment of the related Purchase Amount, as specified therein,
to the extent that a corresponding obligation to repurchase such
Receivable does not exist or is not exercisable under the related
Receivables Servicing Agreement or, if the corresponding obligation does
exist and is exercisable, the related Receivables Servicer has failed to
perform in its repurchase obligation with respect thereto, and upon any
such repurchase by the Administrator, the Issuer and the Master Service
shall complete any assignments as may be necessary to transfer the
related Receivable to the Administrator and the Administrator shall
succeed to all rights of the Issuer and the Master Servicer to enforce
any repurchase or other remedies with respect to such Receivable as
against the related Receivables Servicer.
(B) The Administrator shall establish and maintain each of the
accounts set forth in Section 4.1(a). Such accounts may be maintained as
one or more separate accounts at the Administrator's discretion. Each
such deposit account shall be maintained as an account of the
Administrator over which the Administrator shall have sole dominion and
control; provided that, all Collections held by the Administrator shall
be held by it for the benefit of the Noteholders and the Counterparties
and as agent of the Issuer and as part of the Trust Property; and
provided, further, that, notwithstanding Section 4.1(a), the
Administrator shall remit all Collections into the Collection Account
within two Business Days of its receipt thereof if (i) MLBUSA is no
longer the Administrator, (ii) MLBUSA continues to act as Administrator
but either (x) ML&Co does not have a short-term senior unsecured debt
rating equal to or higher than "Prime-1" by Moody's, "A-1" by Standard &
Poor's and "F-1" by Fitch or (y) the Administrator Guarantee has been
terminated or notice of its termination has been issued by ML&Co (unless
in the case of either of the events set forth in clauses (x) and (y),
MLBUSA itself has obtained each of the ratings set forth in clause (x))
or (iii) an event with respect to the Administrator that is described in
Section 9(c) hereof shall have occurred and is continuing.
(C) Subject to clause (B) above, on the Business Day prior to each
Payment Date, the Administrator on behalf of the Master Servicer shall
pay and remit to the Master Servicer for deposit in the Collection
Account the Available Collections for the related Collection Period and,
to the extent necessary to accomplish such remittance, shall instruct the
Depository Institution to withdraw from each deposit account referred to
in Section 4.1(a) for deposit into the Collection Account the Available
Collections for the related Collection Period. The amount of Available
Collections for each Collection Period shall be determined by the Master
Servicer based on its aggregating of the remittance information provided
by the Receivables Servicers under the Receivables Servicing Agreements.
The Administrator shall cause the Receivables Servicers to provide
monthly remittance information directly to the Master Servicer, or to the
extent the Receivables Servicers nonetheless provide such information to
the Administrator, the Administrator shall transmit such information to
the Master Servicer upon receipt. In the event that the Administrator
fails to remit Available Collections into the Collection
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Account as and when required pursuant to this Section 2(b)(C), the
Securities Administrator shall make a demand of the Administrator
Guarantor for such amount pursuant to the Administrator Guarantee.
(D) The Administrator shall be responsible for the calculation of
the aggregate Purchase Amount of the Receivables pursuant to Section 8.1
and the timely reporting of such information to the Master Servicer.
(c) In addition to the foregoing, the Administrator shall take, in the
name and on behalf of the Issuer, all appropriate action that is the duty of
the Issuer or the Indenture Trustee to take, with respect to the following
matters under the Indenture (references are to sections of the Indenture):
(A) Upon request, pursuant to Section 3.4, assist in 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, except as provided in Section 3.15 of the Sale and Servicing
Agreement.
(B) The Administrator shall be responsible for the notification
pursuant to Section 3.7 of an Event of Servicing Termination under the
Sale and Servicing Agreement to the extent it has actual knowledge of
such event and, if such Event of Servicing Termination 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, upon the
request of the Securities Administrator the taking of all reasonable
steps available to the Issuer to remedy such failure.
(C) The Administrator shall, pursuant to Section 3.7, be responsible
for the notification to the Securities Administrator of (i) the
termination of the Master Servicer and (ii) the appointment of a
Successor Master Servicer.
(D) Pursuant to Section 3.14, the Administrator shall have the duty
to cause the Master Servicer to comply with Sections 3.8, 3.9, 3.10, 3.11,
3.12, 3.13, 3.14 and 4.7 and Article VI of the Sale and Servicing
Agreement.
(E) The delivery of the written notice to the Indenture Trustee, the
Securities Administrator, the Counterparties and the Rating Agencies, set
forth in Section 3.19, of each Event of Default under the Indenture and
each default by the Master Servicer under the Sale and Servicing
Agreement.
(F) Performance of the Issuer's obligations under Section 3.20
related to the Interest Rate Swap Agreements.
(G) Pursuant to Section 4.1, 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 an Opinion
of Counsel and the Independent Certificate relating thereto.
(H) Pursuant to Section 11.1(a), the preparation and delivery of all
Opinions of Counsel with respect to any request by the Issuer to the
Indenture Trustee to take any action under the Indenture.
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(d) In addition to the foregoing, the Administrator shall repurchase any
E-Loan Receivable by remitting the related Purchase Amount to the Collection
Account in the manner set forth in Section 2.3 of the Sale and Servicing
Agreement if the E-Loan Title Rep with respect to such E-Loan Receivable has
been breached as of the 240th day following the related funding date under the
E-Loan Purchase and Sale Agreement referred to below or as of such earlier
date on which the related E-Loan Receivable becomes a Defaulted Receivable;
provided, that, except in the case of a Defaulted Receivable as set forth
above, the Administrator shall not be required to repurchase any E-Loan
Receivable under this Section 2(d) prior to September 22, 2005 (90 days after
the Closing Date). As used in this Section 2(d), the "E-Loan Title Rep" means
the representation and warranty referred to in Section 3.03 of the E-Loan
Purchase and Sale Agreement, dated as of March 30, 2005, between the Seller
and E-Loan Auto Fund One, L.L.C., which shall be deemed to have been breached
for purposes of this Section 2(d) if the relevant Title Document (as defined
therein) showing E-Loan, Inc. as first lienholder has not been received by the
Seller or its agent by the 240th day following the funding date for such
Receivable or as of such earlier date on which such Receivable becomes a
Defaulted Receivable. In the event that the Administrator becomes obligated to
repurchase an E-Loan Receivable under this Section 2(d) during any Collection
Period, it shall remit the Purchase Amount therefor into the Collection
Account on the Business Day preceding the Payment Date for the next succeeding
Collection Period, unless E-Loan has previously repurchased such Receivable
under the terms of its Purchase and Sale Agreement. In the event the
Administrator repurchases a Receivable under this Section 2(d), it shall
thereby succeed to all of the right, title and interest of the Issuer and the
Depositor in and to such Receivable, including all rights to enforce the
obligations of E-Loan with respect to such Receivable under the E-Loan
Purchase and Sale Agreement.
(e) In carrying out the foregoing duties or any of its other obligations
under this Agreement, the Administrator may enter into transactions or
otherwise deal with any of its Affiliates; provided, however, that the terms
of any such transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the Administrator's
opinion, no less favorable to the Issuer than would be available from
unaffiliated parties.
3. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account
and records shall be accessible for inspection by the Issuer, the Master
Servicer and the Depositor at any time during normal business hours.
4. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and, as reimbursement for its
expenses related thereto, the Administrator shall be entitled to receive a
fee, for each Collection Period equal to all reinvestment income on all
Collections on the Receivables prior to the deposit by the Administrator of
such Collections into the Collection Account as set forth in Section 2(b)
hereof. The Administrator shall retain such reinvestment income as and when
realized by it.
5. Additional Matters Regarding the Master Servicer. (a) The
Administrator shall furnish to the Master Servicer from time to time such
additional information regarding the Receivables as the Master Servicer shall
reasonably request and which the Administrator can obtain without unreasonable
difficulty or expense, and shall assist the Master Servicer in obtaining
information from the Receivables Servicers.
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(b) The Administrator shall provide a back-up certification to the Master
Servicer, in connection with the Master Servicer's obligation to execute and
file the Form 10-K Certification pursuant to Section 3.14 of the Sale and
Servicing Agreement, with respect to its compliance with its obligations under
this Agreement during the preceding calendar year.
(c) In the event that (i) the Master Servicer suffers any loss as a
result of the negligence or misconduct of any Receivables Servicer in the
performance of its duties under the applicable Receivables Servicing
Agreement, but (ii) the Master Servicer is unable to obtain compensation for
such loss pursuant to the indemnification provisions of such Receivables
Servicing Agreement or under the Sale and Servicing Agreement, the
Administrator shall indemnify the Master Servicer for any such loss for which
the Master Servicer was not indemnified by such Receivables Servicer or
reimbursed under the Sale and Servicing Agreement.
(d) In the event that (i) the information provided to the Master Servicer
by any Receivables Servicer contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements made, not misleading
and (ii) the Master Servicer suffers any loss as a result (notwithstanding the
provisions of Section 6.4 of the Sale and Servicing Agreement), and (iii) the
Master Servicer is unable to obtain compensation for such loss pursuant to the
provisions of the related Receivables Servicing Agreement or under the Sale
and Servicing Agreement, the Administrator shall indemnify the Master Servicer
for any such loss for which the Master Servicer was not indemnified by such
Receivables Servicer or reimbursed under the Sale and Servicing Agreement.
(e) In the event that any Receivables Servicer fails to provide any
report or certification required by the related Receivables Servicing
Agreement in a timely manner, which in the judgment of the Master Servicer
prevents the Master Servicer from preparing a certification or report required
of the Master Servicer, the Master Servicer shall notify the Administrator and
take direction from the Administrator whether the Master Servicer shall (i)
proceed without such information or certification for the Receivables
Servicer, or (ii) delay the filing of such report or certification pending
receipt of such information or certification from the Receivables Servicer,
and in either case the Administrator shall indemnify the Master Servicer for
any loss as a result of following the Administrator's direction.
(f) The indemnification rights of the Master Servicer as against the
Administrator in clauses (c), (d), and (e) of this Section 5, shall be subject
to the limitations set forth in clauses (i), (ii) and (iii) of Section 6.4(c)
of the Sale and Servicing Agreement. In addition, in no event shall the
Administrator be liable for special, indirect or consequential loss or damage
of any kind whatsoever (including but not limited to lost profits), even if
the Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action.
6. Independence of the Administrator. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject
to the supervision of the Issuer, the Master Servicer 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 or the Master
Servicer, the Administrator shall have no authority to act for or represent
the
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Issuer, the Master Servicer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer, the Master Servicer or the Owner
Trustee.
7. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and either of the Issuer, the Master Servicer or
the Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) shall be
construed to impose any liability as such on any of them or (iii) shall be
deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.
8. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in
business activities similar to those of the Issuer, the Master Servicer, the
Owner Trustee or the Indenture Trustee.
9. Term of Agreement; Resignation and Removal of Administrator. (a) This
Agreement shall continue in force until the termination of the Issuer in
accordance with Section 9.01 of the Trust Agreement, upon which event this
Agreement shall automatically terminate.
(b) Subject to Sections 9(d) and 9(e), the Administrator may resign its
duties hereunder by providing the Issuer and the Indenture Trustee with at
least sixty days' prior written notice.
(c) Subject to Sections 9(d) and 9(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 (with a copy to the Indenture
Trustee) if any of the following events shall occur:
(i) the Administrator shall default in any material respect 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, such longer period
acceptable to the Issuer); or
(ii) an Insolvency Event with respect to the Administrator.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this Section 9(d) shall occur, it shall give written notice
thereof to the Issuer and the Indenture Trustee within seven (7) Business Days
after the happening of such event.
(d) No resignation or removal of the Administrator pursuant to this
Section 9 shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder. The Issuer shall provide
written notice of any such resignation or removal to the Indenture Trustee,
with a copy to the Rating Agencies.
(e) The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.
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10. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 9(a) or
the resignation or removal of the Administrator pursuant to Section 9(b) or
(c), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 9(a) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the Administrator
pursuant to Section 9(b) or (c), respectively, the Administrator shall
cooperate with the Issuer and take all reasonable steps requested to assist
the Issuer in making an orderly transfer of the duties of the Administrator.
11. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
MERRILL AUTO TRUST SECURITIZATION 2005-1
c/o U.S. Bank Trust National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: Xxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) if to the Administrator, to:
XXXXXXX XXXXX BANK USA
c/o Merrill Xxxxx & Co.
Four World Financial Center,
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(c) if to the Indenture Trustee, to:
HSBC BANK USA, NATIONAL ASSOCIATION
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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.
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12. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Master
Servicer, the Administrator and the Indenture Trustee, with the written
consent of the Owner Trustee (which consent shall not unreasonably be
withheld), 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 Master Servicer, the Administrator and the Indenture Trustee with
the written consent of the Owner Trustee (which consent shall not unreasonably
be withheld) and the Noteholders of Notes evidencing not less than a majority
of the Notes Outstanding and the Certificateholders of Certificates evidencing
not less than a majority of the Percentage Interest for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Noteholders or the Certificateholders; provided, however, that no such
amendment may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that are required to be made for the benefit of the Noteholders
or Certificateholders or (ii) reduce the aforesaid percentage of the
Noteholders and Certificateholders which are required to consent to any such
amendment, without the consent of the Noteholders of all the Notes Outstanding
and Certificateholders of Certificates evidencing 100% of the Certificate
Percentage Interest. Promptly after the execution of any such amendment, the
Administrator shall furnish written notification of such amendment to each
Rating Agency.
13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee (which consent shall not unreasonably be
withheld) 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 Master Servicer, the Owner Trustee and the Indenture
Trustee an agreement in which such corporation or other organization agrees to
be bound hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement
shall bind any successors or assigns of the parties hereto.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAWS PROVISIONS THAT WOULD APPLY THE LAW OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
15. Headings. The Section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
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16. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.
17. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.
18. No Set-off. All payments required hereunder by the Administrator
shall be made without set-off or counterclaim of any nature.
19. Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been signed on behalf of the Issuer by U.S. Bank Trust National Association
not in its individual capacity but solely in its capacity as Owner Trustee of
the Issuer and in no event shall U.S. Bank Trust National Association in its
individual capacity or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder, as to all of which recourse shall be had
solely to the assets of the Issuer. For all purposes of this Agreement, in the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by HSBC Bank USA, National Association, not
in its individual capacity but solely as Indenture Trustee and in no event
shall HSBC Bank USA, National Association, in its individual capacity or any
of its officers, directors, employees, representatives or agents have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.
20. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it was a party hereto.
21. Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, neither the Administrator nor the Indenture Trustee shall, prior to
the date which is one year and one day after the termination of this Agreement
with respect to the Issuer, acquiesce, petition or otherwise invoke or cause
the Issuer to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Issuer under any
federal or State bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.
22. Rights of Indenture Trustee. The Indenture Trustee shall be provided
all of the rights, protections, immunities and indemnities afforded it under
the Indenture.
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IN WITNESS WHEREOF, the parties have caused this Administration Agreement
to be duly executed and delivered as of the day and year first above written.
MERRILL AUTO TRUST SECURITIZATION 2005-1
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Owner Trustee
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as
Master Servicer
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Vice President
HSBC BANK USA, NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Assistant Vice President
XXXXXXX XXXXX BANK USA, as Administrator
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Authorized Signatory
EXHIBIT A
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Administrator Guarantee
[On File.]
