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EXHIBIT 4.5
ADVANTA BUSINESS CARD MASTER TRUST
Issuer
and
ADVANTA BANK CORP.
Administrator
ADMINISTRATION AGREEMENT
Dated as of [_____________ ____], 2000
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TABLE OF CONTENTS
PAGE
1. Duties of Administrator ............................................ 2
2. Records ............................................................ 6
3. Compensation ....................................................... 6
4. Additional Information to be Furnished to Issuer ................... 6
5. Independence of Administrator ...................................... 6
6. No Joint Venture ................................................... 7
7. Other Activities of Administrator .................................. 7
8. Term of Agreement; Resignation and Removal of Administrator ........ 7
9. Action upon Termination, Resignation or Removal .................... 8
10.Notices ............................................................ 8
11.Amendments ......................................................... 9
12.Successors and Assigns ............................................. 10
13.GOVERNING LAW ...................................................... 10
14.Headings ........................................................... 10
15.Counterparts ....................................................... 10
16.Severability ....................................................... 10
17.Not Applicable to ABC in Other Capacities .......................... 10
18.Limitation of Liability of Owner Trustee ........................... 11
19.Third-Party Beneficiary ............................................ 11
20.Nonpetition Covenants .............................................. 11
21.Successor Administrator ............................................ 11
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ADMINISTRATION AGREEMENT, dated as of _____ __, 2000 (the "Administration
Agreement"), between ADVANTA BUSINESS CARD MASTER TRUST, a common law trust
organized and existing under the laws of the State of Delaware (herein, the
"Issuer"), and ADVANTA BANK CORP., a national banking association ("ABC"), as
administrator (herein, the "Administrator").
W I T N E S S E T H :
WHEREAS, the Issuer has entered into a Master Indenture, dated as of
________ __, 2000 (as amended, modified or supplemented from time to time in
accordance with the provisions thereof, the "Indenture"), between the Issuer and
[________________________], a [_______________], as indenture trustee (the
"Indenture Trustee") to provide for the issuance of its asset backed notes (the
"Notes");
WHEREAS, the Issuer has entered into certain agreements in connection with
the issuance of the Notes and of the beneficial ownership interest in the
Issuer, including (i) a Transfer and Servicing Agreement, dated as of __________
__, 2000 (as amended, modified or supplemented from time to time in accordance
with the provisions thereof, the "Transfer and Servicing Agreement"), among
Advanta Business Receivables Corp., as Transferor (the "Transferor"), ABC, as
Servicer (in such capacity, the "Servicer"), and the Issuer, (ii) [a Depository
Agreement, dated __________ __, 2000 (the "Depository Agreement"), among the
Issuer, the Indenture Trustee, and The Depository Trust Company, and (iii)] the
Indenture (the Transfer and Servicing Agreement, [the Depository Agreement,] the
Trust Agreement and the Indenture being hereinafter referred to collectively as
the "Related Agreements") (capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Transfer and Servicing
Agreement, or if not defined therein, in the Indenture or the Trust Agreement);
WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (a) the Notes
and the collateral therefor pledged pursuant to the Indenture (the "Collateral")
and (b) the beneficial ownership interest in the Issuer (the holder of such
interest being referred to herein as the "Owner");
WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator
perform certain of the duties of the Issuer and the Owner Trustee referred to in
the preceding clause, and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuer and the
Owner Trustee may from time to time request;
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
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1. Duties of Administrator.
(a) Duties with Respect to the Related Agreements.
The Administrator shall consult with the Owner Trustee regarding the duties
of the Issuer and the Owner Trustee under the Related 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 or the Owner
Trustee's duties under the Related Agreements. The Administrator shall prepare
for execution by the Issuer or the Owner Trustee or shall cause the preparation
by other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Issuer or
the Owner Trustee to prepare, file or deliver pursuant to any Related Agreement.
In furtherance of the foregoing, the Administrator shall take all appropriate
action that it is the duty of the Issuer or the Owner Trustee to take pursuant
to the Indenture including, without limitation, such of the foregoing as are
required with respect to the following matters under the Indenture (references
are to sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments
required for authentication of the Notes, if any, and delivery of the same to
the Indenture Trustee (Section 2.03);
(ii) the duty to cause the Note Register to be kept, to appoint a
successor Transfer Agent and Registrar, if necessary, and to give the Indenture
Trustee notice of any appointment of a new Transfer Agent and Registrar and the
location, or change in location, of the Note Register (Section 2.05);
(iii) the furnishing to the Indenture Trustee, the Servicer, any
Noteholder or the Paying Agent with the names and addresses of Noteholders after
receipt of a written request therefor from the Indenture Trustee, the Servicer,
any Noteholder or the Paying Agent, respectively (Section 2.09(a));
(iv) the preparation, obtaining or filing of the instruments, opinions
and certificates and other documents required for the release of collateral
(Sections 2.11 and 8.09);
(v) the duty to direct the Indenture Trustee to deposit with any Paying
Agent the sums specified in the Indenture and the preparation of an Issuer Order
directing the investment of such funds in Eligible Investments (3.03);
(vi) the duty to cause newly appointed Paying Agents, if any, to
deliver to the Indenture Trustee the instrument specified in the Indenture
regarding funds held in trust (Section 3.03);
(vii) the direction to Paying Agents to pay to the Indenture Trustee
all sums held in trust by such Paying Agents (Section 3.03);
(viii) 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 (Section 3.04);
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(ix) the preparation of all supplements, amendments, financing
statements, continuation statements, if any, instruments of further assurance
and other instruments necessary to protect the Collateral (Section 3.05);
(x) the obtaining of the Opinion of Counsel on the Closing Date and the
annual delivery of Opinions of Counsel as to the Collateral, and the annual
delivery of the Officer's Certificate and certain other statements as to
compliance with the Indenture (Sections 3.06 and 3.09);
(xi) the identification to the Indenture Trustee in an Officer's
Certificate of a Person with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.07(b));
(xii) the delivery of notice to the Indenture Trustee of the occurrence
of any Servicer Default of which the Issuer has knowledge and the action, if
any, the Issuer is taking in connection with such default (Section 3.07(d));
(xiii) the delivery to the Indenture Trustee, within 120 days after the
end of each fiscal year of the Issuer of an Officer's Certificate with respect
to various matters relating to compliance with the Indenture (Section 3.09);
(xiv) the preparation and obtaining of documents, certificates,
opinions and instruments required in connection with the consolidation or merger
by the Issuer with or into any other Person or the sale of the Issuer's assets
substantially as an entirety to any Person (Section 3.10);
(xv) the delivery of notice to the Indenture Trustee and the Rating
Agencies of (1) each Event of Default, (2) each default by the Servicer or the
Transferor under the Transfer and Servicing Agreement and (3) each default by a
seller under a Receivables Purchase Agreement (Section 3.19);
(xvi) the monitoring of the Issuer's obligations as to the satisfaction
and discharge of the Indenture and the preparation of an Officer's Certificate
and the obtaining of the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.01);
(xvii) the preparation of any written instruments required to confirm
more fully the authority of any co-trustee or separate trustee and any written
instruments necessary in connection with the resignation or removal of any
co-trustee or separate trustee (Sections 6.08 and 6.10);
(xviii) the opening of one or more accounts in the Trust's name
(Section 8.03);
(xix) the removal of the Indenture Trustee, if necessary and in
compliance with the Indenture, and the appointment of a successor (Section
6.08);
(xx) the preparation of various reports to be filed with the Indenture
Trustee and the Commission, as applicable (Section 7.03);
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(xxi) notifying the Indenture Trustee if and when the Notes are listed
on any stock exchange (Section 7.04);
(xxii) 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 Collateral (Sections 8.09 and 8.10);
(xxiii) the taking of the steps necessary with respect to removing the
Indenture Trustee (Section 6.08).
(xxiv) the preparation of Issuer Orders and the obtaining of Opinions
of Counsel with respect to the execution of supplemental indentures and the
mailing to the Noteholders of notices with respect to such supplemental
indentures (Sections 10.01, 10.02 and 10.03);
(xxv) the execution of new Notes conforming to any supplemental
indenture (Section 10.06);
(xxvi) the preparation of all Officers' Certificates, Opinions of
Counsel and Independent Certificates with respect to any requests by the Issuer
to the Indenture Trustee to take any action under the Indenture (Section
12.01(a));
(xxvii) the preparation and delivery of Officers' Certificates and the
obtaining of Independent Certificates, if necessary, for the release of property
from the lien of the Indenture (Section 12.01(b));
(xxviii) the notification to each Rating Agency of the information
required pursuant to Section 12.05 of the Indenture (Section 12.05);
(xxix) the preparation and delivery to Noteholders and the Indenture
Trustee of any agreements with respect to alternate payment and notice
provisions (Section 12.06); and
(xxx) compliance with the provisions of the Transfer and Servicing
Agreement applicable to the Issuer.
(b) Additional Duties.
(i) In addition to the duties of the Administrator set forth above, but
subject to Section 1(c)(ii), the Administrator shall perform all duties and
obligations of the Issuer under the Related Agreements and shall perform such
calculations and shall prepare for execution by the Issuer and 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 the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related
Agreements, and at the request of the Issuer 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 1(c)(ii) and 5 of this Agreement, and in
accordance with the directions of the Issuer, the Administrator shall
administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the Related Agreements) as are
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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.
(ii) The Administrator shall perform the duties of the Transferor
specified in Section 9.02 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 Transferor or the Administrator
under the Trust Agreement.
(iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however, that the
terms of any such transactions or dealings shall be in accordance with any
directions received from the Issuer or the Owner Trustee and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be available
from unaffiliated parties.
(iv) It is the intention of the parties hereto that the Administrator
shall, and the Administrator hereby agrees to, prepare, file and deliver on
behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Related Documents. In furtherance thereof, the Owner
Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator
and its agents, and to each successor Administrator appointed pursuant to the
terms hereof, one or more powers of attorney substantially in the form of
Exhibit A hereto, appointing the Administrator the attorney-in-fact of the
Issuer for the purpose of executing on behalf of the Issuer all such documents,
reports, filings, instruments, certificates and opinions.
(c) Non-Ministerial Matters.
(i) 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:
(A) the amendment of or any supplement to the Indenture;
(B) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection or enforcement of the
Collateral);
(C) the amendment, change or modification of the Related Agreements;
(D) the appointment of successor Transfer Agents and Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators, or the consent to
the assignment by the Transfer Agent and Registrar, Paying Agent or
Indenture Trustee of its obligations under the Indenture; and
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(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments
from its own funds to the Noteholders, the holders of Trust Beneficial Interests
or Certificates or any other Person under the Related Agreements, (y) sell the
Collateral pursuant to Section 5.05 of the Indenture other than pursuant to a
written directive of the Indenture Trustee or (z) take any other action that the
Issuer directs the Administrator not to take on its behalf.
2. 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 Owner Trustee, the
Indenture Trustee and the Transferor at any time during normal business hours.
3. Compensation. As compensation for the performance of the Administrator's
obligations under this Agreement, the Administrator shall be entitled to $___
per month which shall be payable in accordance with Section 4.05 of the
applicable Indenture Supplement. The Transferor shall be responsible for payment
of the Administrator's fees (to the extent not paid pursuant to Section 4.05 of
the applicable Indenture Supplement) and shall reimburse the Administrator for
any of its liabilities and extra out-of-pocket expenses related to its
performance hereunder or under any Related Document.
4. Additional Information to be Furnished to Issuer. The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.
5. Independence of 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 set forth herein or 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.
6. No Joint Venture. Nothing contained in this Agreement shall (i)
constitute the Administrator and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) be construed to impose
any liability as such on any of them or (iii) 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 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.
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8. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the termination of the
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Section 8(e) and (f), the Administrator may resign its
duties hereunder by providing the Issuer with at least sixty (60) days prior
written notice.
(c) Subject to Section 8(e) and (f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty
(60) days prior written notice.
(d) Subject to Section 8(e) and (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 thirty (30) days (or, if such default cannot be cured in
such time, shall not give within thirty (30) 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, conservator, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Administrator or any
substantial part of its property or order the winding-up or liquidation of its
affairs; or
(iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official for
the Administrator or any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors, shall
admit in writing its inability to pay its debts generally as they become due or
shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clause (ii)
or (iii) of this Section 8(d) shall occur, it shall give written notice thereof
to the Issuer and the Indenture Trustee within seven (7) days after the
happening of such event.
(e) No resignation or removal of the Administrator pursuant to this Section
8 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.
(f) 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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9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b), (c) or
(d), 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 8(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
8(b), (c) or (d), 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.
10. 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
Advanta Business Card Master Trust
[c/o ___________________________
________________________________
________________________________
Attention: _____________________]
(b) if to the Administrator , to
Advanta Bank Corp.
00000 Xxxxx Xxxxxxxx Xxxx
Xxxxxx, Xxxx 00000
Attn: [____________________]
(c) if to the Indenture Trustee, to
[____________________________]
[____________________________]
[____________________________]
(d) if to the Transferor, to
Advanta Business Receivables Corp.
000 Xxxxxx Xxxx, Xxxxx 000
Xxxx, Xxxxxx 00000
Attn: [____________________]
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, except that notices
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to the Indenture Trustee, the Transferor, the Administrator or the Issuer are
effective only upon receipt.
11. 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 Transferor, with the written consent of the Owner Trustee, without the
consent of any of the Noteholders, the Transferor or the Owner, to cure any
ambiguity, to correct or supplement any provisions in 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 modifying in any manner the rights of the
Noteholders or Owner; provided, however, that (i) such amendment will not, as
evidenced by an Officer's Certificate of the Administrator addressed and
delivered to the Owner Trustee, materially and adversely affect the interests of
any Noteholder or the Owner and (ii) the Rating Agency Condition will have been
satisfied with respect to such amendment.
This Agreement may also be amended from time to time, by a written
amendment duly executed and delivered by the Issuer and the Administrator and
the Transferor, with the written consent of the Owner Trustee, the Holders of
Notes representing more than 50% of the Outstanding Amount of each adversely
affected Series, the Transferor and the Owner, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or modifying in any manner the rights of Noteholders or the
Owner; provided, however, that, without the consent of the Holders of all of the
Notes then outstanding, no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on the Collateral or distributions that are required to be made for the
benefit of the Noteholders or (b) reduce the aforesaid portion of the
Outstanding Amount of the Notes, the Holders of which are required to consent to
any such amendment
Prior to the execution of any such amendment or consent, the Administrator
shall furnish written notification of the substance of such amendment or consent
to each Rating Agency. Promptly after the execution of any such amendment or
consent, the Administrator shall furnish written notification of the substance
of such amendment or consent to the Indenture Trustee.
It shall not be necessary for the consent of Noteholders pursuant to this
Section 11 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 the
Administrator unless such assignment is previously consented to in writing by
the Issuer, the Transferor 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, the Transferor, the Owner
Trustee or the Rating Agencies 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 Transferor and the Owner 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
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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 LAWS
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, each 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 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 ABC in Other Capacities. Nothing in this Agreement
shall affect any obligation ABC may have in any other capacity, other than as
Administrator.
18. Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this instrument has been signed by
[__________________] not in its individual capacity but solely in its capacity
as Owner Trustee of the Issuer and in no event shall [_________________] 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 IV, V, VI and VII of the Trust Agreement.
19. Third-Party Beneficiary.
(a) 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.
(b) Solely with respect to any amounts owing to the Indenture Trustee
pursuant to Section 6.07 of the Indenture, the Indenture 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. Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, the Administrator shall not at any time with respect to the Issuer or
the Transferor acquiesce, petition or otherwise invoke or cause the Issuer or
the Transferor to invoke the process of any court or
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government authority for the purpose of commencing or sustaining a case against
the Issuer or the Transferor under any Federal or state bankruptcy, insolvency
or similar law or appointing a receiver, conservator, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Issuer or the
Transferor or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Issuer or the Transferor; provided,
however, that this Section 20 shall not operate to preclude any remedy described
in Article V of the Indenture.
21. Successor Administrator. In the event of a servicing transfer pursuant
to Article V of the Transfer and Servicing Agreement, the successor servicer
under the Transfer and Servicing Agreement shall, upon the date of such
servicing transfer, become the successor Administrator hereunder.
"Administrator" shall mean initially ABC and thereafter its permitted successor
and assigns as provided in Section 12 or any successor Administrator as provided
in this Section 21.
[SIGNATURE PAGE FOLLOWS]
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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.
ADVANTA BUSINESS CARD MASTER TRUST
By: [_______________________________],
not in its individual capacity
but solely as Owner Trustee
By:
Name:
Title:
ADVANTA BANK CORP.,
as Administrator
By: _____________________________________
Name:
Title:
Acknowledged and Accepted:
ADVANTA BUSINESS RECEIVABLES CORP.,
as Transferor
By:
Name:
Title:
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EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF DELAWARE )
)
COUNTY OF _____________)
KNOW ALL MEN BY THESE PRESENTS, that Advanta Business Card Master Trust, a
Delaware common law business trust ("Trust"), does hereby make, constitute and
appoint Advanta Bank Corp., as Administrator under the Administration Agreement
(as defined below), and its agents and attorneys, as Attorneys-in-Fact to
execute on behalf of the Trust all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust to
prepare, file or deliver pursuant to the Related Documents (as defined in the
Administration Agreement), including, without limitation, to appear for and
represent the Trust in connection with the preparation, filing and audit of
federal, state and local tax returns pertaining to the Trust, and with full
power to perform any and all acts associated with such returns and audits that
the Trust could perform, including without limitation, the right to distribute
and receive confidential information, defend and assert positions in response to
audits, initiate and defend litigation, and to execute waivers of restriction on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements. For the purpose of this Power of
Attorney, the term "Administration Agreement" means the Administration
Agreement, dated as of _____ __, 2000, between the Trust and Advanta Bank Corp.,
as Administrator, and as such may be amended from time to time.
This power of attorney is coupled with an interest and shall survive and
not be affected by the subsequent bankruptcy, insolvency or dissolution of the
Trust.
All powers of attorney for this purpose heretofore filed or executed by the
Trust are hereby revoked.
EXECUTED this ____ day of _________, 2000.
ADVANTA BUSINESS CARD MASTER TRUST
By: [______________________________],
not in its individual capacity
but solely as Owner Trustee
By:
Name:
Title:
A-1
