Exhibit 99.2
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of __________ ___, 199_ (as from
time to time amended, supplemented or otherwise modified and in effect, this
"Agreement"), is by and among AMSOUTH AUTO TRUST 199_-_, a Delaware business
trust (the "Issuer"), AMSOUTH BANK, a banking corporation organized under the
laws of the State of Delaware, as administrator (the "Administrator"), and
____________, a ___________ banking corporation, not in its individual capacity
but solely as Indenture Trustee (the "Indenture Trustee").
WHEREAS, the Issuer is issuing the Notes pursuant to the Indenture and the
Certificates pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including (i) the Sale and Servicing
Agreement, (ii) the Depository Agreements, and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreements and the Indenture being referred
to hereinafter collectively as the "Related Agreements");
WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator
perform certain duties of the Issuer and the Owner Trustee under the Related
Agreements and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as the Issuer and the Owner Trustee
may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:
1. Definitions and Usage. Except as otherwise specified herein or as the
context may otherwise require, capitalized terms used but not otherwise
defined herein are defined in Appendix X to the Sale and Servicing
Agreement, which also contains rules as to usage that shall be applicable
herein.
2. Duties of the Administrator. Duties with Respect to the Indenture and
the Depository Agreements. The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer under the Depository
Agreements. In addition, the Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer under the Indenture and the
Depository Agreements. The Administrator shall monitor the performance of
the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the Issuer's duties under the Indenture and the Depository
Agreements. The Administrator shall prepare for execution by the Issuer,
or shall cause the preparation by appropriate persons of, all such
documents, reports, filings, instruments, certificates and opinions that it
shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Indenture and the Depository Agreements. In furtherance of the foregoing,
the Administrator shall take all appropriate action that is the duty of the
Issuer to take pursuant to the Indenture including, without limitation,
such of the foregoing as are required with respect to the following matters
under the Indenture (references are to sections of the Indenture):
(1) 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);
(2) 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);
(3) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for
the release of property from the lien of the Indenture
(Section 2.9);
(4) the preparation of Definitive Notes in accordance with the
instructions of the Clearing Agency (Section 2.12);
(5) the maintenance of an office in the Borough of Manhattan,
City of New York, for registration of transfer or exchange
of Notes (Section 3.2);
(6) the duty to cause newly appointed Note Paying Agents, if
any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust
(Section 3.3);
(7) the direction to the Indenture Trustee to deposit monies
with Note Paying Agents, if any, other than the Indenture
Trustee (Section 3.3);
2
(8) 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 or agreement included
in the Trust Estate (Section 3.4);
(9) the preparation of all supplements and amendments to the
Indenture and all financing statements, continuation
statements, instruments of further assurance and other
instruments and the taking of such other action as is
necessary or advisable to protect the Trust Estate (Section
3.5);
(10) the delivery of the Opinion of Counsel on the Closing Date
and the annual delivery of Opinions of Counsel as to the
Trust Estate, and the annual delivery of the Officer's
Certificate and certain other statements as to compliance
with the Indenture (Sections 3.6 and 3.9);
(11) the identification to the Indenture Trustee in an
Officer's Certificate of any Person with whom the Issuer has
contracted to perform its duties under the Indenture
(Section 3.7(b));
(12) the notification of the Indenture Trustee and the Rating
Agencies of an Event of Servicing Termination under the Sale
and Servicing Agreement and, if such Event of Servicing
Termination arises from the failure of the Servicer to
perform any of its duties under the Sale and Servicing
Agreement with respect to the Receivables, the taking of all
reasonable steps available to remedy such failure (Section
3.7(d));
(13) the preparation and obtaining of documents and instruments
required for the transfer by the Issuer of its properties or
assets (Section 3.10(b));
(14) the duty to cause the Servicer to comply with Sections
4.9, 4.10, 4.11, 4.12 and 5.5 of the Sale and Servicing
Agreement (Section 3.14);
(15) the delivery of written notice to the Indenture Trustee
and the Rating Agencies of each Event of Default under the
Indenture and each default by the Servicer or the Seller
under the Sale and Servicing Agreement (Section 3.18);
3
(16) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate and the obtaining of
the Opinions of Counsel and the Independent Certificate
relating thereto (Section 4.1);
(17) the monitoring of the Issuer's obligations as to the
satisfaction, discharge and defeasance of the Notes and the
preparation of an Officer's Certificate and the obtaining of
an opinion of a nationally recognized firm of independent
certified public accountants, a written confirmation thereof
and the Opinions of Counsel relating thereto (Section 4.1);
(18) the preparation and delivery of an Officer's Certificate
to the Indenture Trustee after the occurrence of any event
which with the giving of notice and the lapse of time would
become an Event of Default under Section 5.1(c) of the
Indenture, its status and what action the Issuer is taking
or proposes to take with respect thereto (Section 5.1);
(19) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Estate at one
or more public or private sales called and conducted in any
manner permitted by law if an Event of Default shall have
occurred and be continuing (Section 5.4);
(20) 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);
(21) the preparation of any written instruments required to
confirm more fully the authority of any co-trustee or
separate trustee and any written instruments necessary in
connection with the resignation or removal of any co-trustee
or separate trustee (Sections 6.8 and 6.10);
(22) 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);
(23) the preparation and, after execution by the Issuer, the
filing with the Commission, any applicable state agencies
and the Indenture Trustee of documents required to be filed
on a periodic basis with, and summaries thereof as may be
required
4
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);
(24) the preparation and delivery of Issuer Orders, Officer's
Certificates and Opinions of Counsel and all other actions
necessary with respect to investment and reinvestment, to
the extent permitted, of funds in such accounts (Sections
8.2 and 8.3);
(25) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of
the Trust Estate (Sections 8.4 and 8.5);
(26) the preparation of Issuer Orders and the obtaining of
Opinions of Counsel with respect to the execution of
supplemental indentures and the mailing to the Noteholders
of notices with respect to such supplemental indentures
(Sections 9.1, 9.2 and 9.3);
(AA) the execution and delivery of new Notes conforming to
any supplemental indenture (Section 9.6);
(BB) the notification of Noteholders of redemption of the
Notes or duty to cause the Indenture Trustee to provide such
notification (Section 10.2);
(CC) the preparation and delivery of all Officer's
Certificates and the obtaining of Opinions of Counsel and
Independent Certificates with respect to any requests by the
Issuer to the Indenture Trustee to take any action under the
Indenture (Section 11.1(a));
(DD) the preparation and delivery of Officer's Certificates
and the obtaining of Independent Certificates, if necessary, for
the release of property from the lien of the Indenture (Section
11.1(b));
(EE) the notification of the Rating Agencies, upon the
failure of the Indenture Trustee to give such notification, of
the information required pursuant to Section 11.4 of the
Indenture (Section 11.4);
(FF) the preparation and delivery to Noteholders and the
Indenture Trustee of any agreements with respect to alternate
payment and notice provisions (Section 11.6); and
5
(GG) the recording of the Indenture, if applicable (Section
11.15).
i. The Administrator will:
(1) pay the Indenture Trustee from time to time reasonable
compensation for all services rendered by the Indenture
Trustee under the Indenture (which compensation shall not be
limited by any provision of law in regard to the
compensation of a trustee of an express trust); and
(2) except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any
provision of the Indenture (including the reasonable
compensation, expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith.
a. Additional Duties. In addition to the duties of the
Administrator set forth above, the Administrator shall perform such
calculations and shall prepare or shall cause the preparation by other
appropriate persons of, and shall execute on behalf of the Issuer or
the Owner Trustee, all such documents, reports, filings, instruments,
certificates and opinions that it shall be the duty of the Issuer or
the Owner Trustee to prepare, file or deliver pursuant to the Related
Agreements, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the Related Agreements. Subject to Section
5 of this Agreement, and in accordance with the directions of the
Owner Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in connection with
the Collateral (including the Related Agreements) as are not covered
by any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the
Administrator.
i. Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be
responsible for promptly notifying the Owner Trustee in the event
that any withholding tax is imposed on the Issuer's payments (or
allocations of income) to a Certificateholder as contemplated in
Section 5.2(c) of the Trust Agreement. Any such notice shall
specify the amount of any withholding tax required to be withheld
by the Owner Trustee pursuant to such provision.
6
ii. Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be
responsible for performance of the duties of the Trust or the
Owner Trustee set forth in Section 5.5(a), (b), (c), (d) and (e)
and Section 5.6(a) of the Trust Agreement with respect to, among
other things, accounting and reports to Certificateholders.
iii The Administrator will provide prior to __________ ___, 199_, a
certificate of an Authorized Officer in form and substance
satisfactory to the Owner Trustee as to whether any tax
withholding is then required and, if required, the procedures to
be followed with respect thereto to comply with the requirements
of the Code. The Administrator shall be required to update the
letter in each instance that any additional tax withholding is
subsequently required or any previously required tax withholding
shall no longer be required.
iv. The Administrator shall perform the duties of the Administrator
specified in Section 10.2 of the Trust Agreement required to be
performed in connection with the resignation or removal of the
Owner Trustee, and any other duties expressly required to be
performed by the Administrator pursuant to the Trust Agreement.
v. 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.
b. Non-Ministerial Matters. 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:
(1) the amendment of or any supplement to the Indenture;
(2) the initiation of any claim or lawsuit by the Issuer and
the compromise of any action, claim or lawsuit brought by or
against the Issuer (other than in connection with the
collection of
7
the Receivables or Permitted Investments);
(3) the amendment, change or modification of the Related
Agreements;
(4) the appointment of successor Note Registrars, successor
Note Paying Agents and successor Indenture Trustees pursuant
to the Indenture or the appointment of successor
Administrators or Successor Servicers, or the consent to the
assignment by the Note Registrar, Note Paying Agent or
Indenture Trustee of its obligations under the Indenture;
and
(5) the removal of the Indenture Trustee.
i. Notwithstanding anything to the contrary in this Agreement,
the Administrator shall not be obligated to, and shall not, (x)
make any payments to the Noteholders under the Related
Agreements, (y) sell the Trust Estate pursuant to Section 5.4 of
the Indenture or (z) take any other action that the Issuer
directs the Administrator not to take on its behalf.
3. Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books
of account and records shall be accessible for inspection by the Issuer and
the Seller at any time during normal business hours.
4. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and, as reimbursement for
its expenses related thereto, the Administrator shall be entitled to $_____
annually which shall be solely an obligation of the Seller.
5. Additional Information To Be Furnished to the Issuer. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably
request.
6. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or
the Owner Trustee in any way and shall not otherwise be deemed an agent of
the Issuer or the Owner Trustee.
7. No Joint Venture. Nothing contained in this Agreement shall
constitute
8
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, shall be construed to impose any
liability as such on any of them or shall be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or
liability on behalf of the others.
8. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in
its sole discretion, from acting in a similar capacity as an administrator
for any other person or entity even though such person or entity may engage
in business activities similar to those of the Issuer, the Owner Trustee or
the Indenture Trustee.
9. Term of Agreement; Resignation and Removal of Administrator. This
Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.
a. Subject to Sections 9(e) and 9(f), the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60)
days' prior written notice.
b. Subject to Sections 9(e) and 9(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at
least sixty (60) days' prior written notice.
c. Subject to Sections 9(e) and 9(f), at the sole option of the
Issuer, the Administrator may be removed immediately upon written
notice of termination from the Issuer to the Administrator if any of
the following events shall occur:
i. the Administrator shall default in the performance of any of
its duties under this Agreement and, after notice of such
default, shall not cure such default within ten (10) days (or, if
such default cannot be cured in such time, shall not give within
ten (10) days such assurance of cure as shall be reasonably
satisfactory to the Issuer);
ii. a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not
have been vacated within sixty (60) days, in respect of the
Administrator in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Administrator
or any substantial part of its property or order the winding-up
or liquidation of its affairs; or
iii the Administrator shall commence a voluntary case under any
9
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law, shall consent
to the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Administrator
or any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial part
of its property, shall make any general assignment for the
benefit of creditors or shall fail generally to pay its debts as
they become due.
The Administrator agrees that if any of the events specified in
clauses (ii) or (iii) of this Section 9(c) shall occur, it shall give
written notice thereof to the Issuer and the Trustee within seven (7) 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.
e. The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to
the proposed appointment.
f. Subject to Sections 9(e) and 9(f), the Administrator acknowledges
that upon the appointment of a successor Servicer pursuant to the Sale
and Servicing Agreement, the Administrator shall immediately resign
and such successor Servicer shall automatically become the
Administrator under this Agreement.
10. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 9(a) or
the resignation or removal of the Administrator pursuant to Section 9(b) or
(c), respectively, the Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 9(a) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 9(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties
of the Xxxxxxxxxxxxx.
00
00. 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:
AmSouth Auto Trust 199_-_
c/o ______________________________
0000 0xx Xxxxxx Xxxxx XxXxxxx/XXXXX Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: _______________________
Telephone: ______________________
Telecopy: _______________________
b. if to the Administrator, to:
AmSouth Bank
_________________________________
0000 0xx Xxxxxx Xxxxx XxXxxxx/XXXXX Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: _______________________
Telephone: ______________________
Telecopy: _______________________
c. If to the Indenture Trustee, to:
_________________________________
_________________________________
Attention: _______________________
Telephone: ______________________
Telecopy: _______________________
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid, or hand-
delivered to the address of such party as provided above.
12. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the
Administrator and the Indenture Trustee, with the written consent of the
Owner Trustee, without the consent of the Noteholders and the
Certificateholders, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or
11
Certificateholders; provided that, unless the Rating Agency Condition shall
have been satisfied, such amendment will not, as set forth in an Opinion of
Counsel satisfactory to the Indenture Trustee and the Owner Trustee,
materially and adversely affect the interest of any Noteholder or
Certificateholder. This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with the written consent of the
Owner Trustee and the Noteholders of Notes evidencing not less than a
majority of the Notes Outstanding and the Certificateholders of
Certificates evidencing not less than a majority of the Certificate Balance
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of Noteholders or the Certificateholders; provided,
however, that no such amendment may 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 reduce the aforesaid percentage
of the Noteholders and Certificateholders which are required to consent to
any such amendment, without the consent of the Noteholders of all the Notes
Outstanding and Certificateholders of Certificates evidencing all the
Certificate Balance. Notwithstanding the foregoing, the Administrator may
not amend this Agreement without the consent of the Seller, which
permission shall not be unreasonably withheld.
13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing
by the Issuer and the Owner Trustee and subject to the satisfaction of the
Rating Agency Condition in respect thereof. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer or the Owner Trustee
to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator; provided that
such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said
assignment in the same manner as the Administrator is bound hereunder.
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.
14. Governing Law. This agreement shall be construed in accordance with
the laws of the State of New York, and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws.
15. Headings. The Section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
12
16. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together
shall constitute but one and the same agreement.
17. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
18. Not Applicable to AmSouth in Other Capacities. Nothing in this
Agreement shall affect any right or obligation AmSouth may have in any
other capacity.
19. Limitation of Liability of Owner Trustee and Indenture Trustee.
Notwithstanding anything contained herein to the contrary, this instrument
has been countersigned by [Name of Owner Trustee] not in its individual
capacity but solely in the capacity as Owner Trustee of the Issuer and in
no event shall [Name of Owner Trustee] in its individual capacity or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer
hereunder, as to all of which recourse shall be had solely to the assets of
the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.
a. 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 [Name of Indenture Trustee] and
in no event shall Indenture Trustee have any liability for the
representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which
recourse shall be had solely to the assets of the Issuer.
20. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party
hereto.
21. Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, the Seller, the Administrator, the Owner Trustee and the
Indenture Trustee shall not, prior to the date which is one year and one
day after the termination of this Agreement with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver,
13
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.
a. Notwithstanding any prior termination of this Agreement, the Issuer,
the Administrator, the Owner Trustee and the Indenture Trustee shall
not, prior to the date which is one year and one day after the
termination of this Agreement with respect to the Seller, acquiesce,
petition or otherwise invoke or cause the Seller to invoke the process
of any court or government authority for the purpose of commencing or
sustaining a case against the Seller under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Seller or any substantial part of their
respective property, or ordering the winding up or liquidation of the
affairs of the Seller.
14
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
AmSouth Auto Trust 199_-_
By: _____________, not in its individual capacity but
solely as Owner Trustee
By: ______________________________________________
Name:
Title:
_________________, not in its individual capacity but
solely as Indenture Trustee
By: _______________________________________________
Name:
Title:
AmSouth Bank, as Administrator
By: _______________________________________________
Name:
Title:
15