Exhibit 99.2
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of ______
__, ____ (as from time to time amended, supplemented or
otherwise modified and in effect, this "Agreement"), is
by and among NATIONSBANK AUTO OWNER TRUST ____-_, a
Delaware business trust (the "Issuer"), NATIONSBANK,
N.A., a national banking association, 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 re-
ferred 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 Agree-
ments and to provide such additional services consistent
with the terms of this Agreement and the Related Agree-
ments 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:
SECTION I. Definitions and Usage. Except as
otherwise specified herein or as the context may other-
wise require, capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto, which
also contains rules as to usage that shall be applicable
herein.
SECTION II. Duties of the Administrator. A.
Duties with Respect to the Indenture and the Depository
Agreements. 1. 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 prepara-
tion by other appropriate persons of, all such docu-
ments, 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 fore-
going, the Administrator shall take all appropriate
action that is the duty of the Issuer to take pursuant
to the Indenture including, without limitation, such
actions as are required with respect to the following
matters under the Indenture (references are to sections
of the Indenture):
A.) 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 Regis-
ter (Section 2.5);
B.) the notification of Noteholders of the
final principal payment on their Notes (Section
2.8(b));
C.) the preparation and delivery of or ob-
taining of the documents and instruments required
for authentication of the Notes and delivery of the
same to the Indenture Trustee (Section 2.2,
11.1(b));
D.) the preparation, obtaining or filing of
the instruments, opinions and certificates and
other documents required for the release of proper-
ty from the lien of the Indenture (Section 2.10);
E.) the preparation of Definitive Notes in
accordance with the instructions of the Clearing
Agency (Section 2.13);
F.) the maintenance of an office in the Bor-
ough of Manhattan, City of New York, for registra-
tion of transfer or exchange of Notes (Section
3.2);
G.) 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);
H.) the direction to the Indenture Trustee to
deposit monies with Note Paying Agents, if any,
other than the Indenture Trustee (Section 3.3);
I.) the obtaining and preservation of the
Issuer's qualification to do business in each ju-
risdiction in which such qualification is or shall
be necessary to protect the validity and enforce-
ability of the Indenture, the Notes, the Collateral
and each other instrument or agreement included in
the Indenture Trust Estate (Section 3.4);
J.) 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 Indenture Trust Estate
(Section 3.5);
K.) the delivery of the Opinion of Counsel on
the Closing Date and the annual delivery of Opin-
ions of Counsel as to the Indenture Trust Estate,
and the annual delivery of the Officer's Certifi-
cate and certain other statements as to compliance
with the Indenture (Sections 3.6 and 3.9);
L.) 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));
M.) 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));
N.) the preparation and obtaining of docu-
ments and instruments required for the transfer by
the Issuer of its properties or assets (Section
3.10(b));
O.) the duty to cause the Servicer to comply
with Sections 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and
4.9 and Article VII of the Sale and Servicing
Agreement (Section 3.14);
P.) the delivery of written notice to the
Indenture Trustee and the Rating Agencies of each
Event of Default under the Indenture and each de-
fault by the Servicer or any Seller under the Sale
and Servicing Agreement (Section 3.19);
Q.) the monitoring of the Issuer's obliga-
tions as to the satisfaction and discharge of the
Indenture and the preparation of an Officer's Cer-
tificate and the obtaining of the Opinions of Coun-
sel and the Independent Certificate relating there-
to (Section 4.1);
R.) the monitoring of the Issuer's obliga-
tions as to the satisfaction, discharge and defea-
sance of the Notes and the preparation of an
Officer's Certificate and the obtaining of an opin-
ion of a nationally recognized firm of independent
certified public accountants, a written confirma-
tion thereof and the Opinions of Counsel relating
thereto (Section 4.2);
S.) 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(iii) of the
Indenture, its status and what action the Issuer is
taking or proposes to take with respect thereto
(Section 5.1);
T.) the compliance with any written directive
of the Indenture Trustee with respect to the sale
of the Indenture 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);
U.) the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee
and the appointment of a successor Indenture Trust-
ee (Section 6.8);
V.) the preparation of any written instru-
ments required to confirm more fully the authority
of any co-trustee or separate trustee and any writ-
ten instruments necessary in connection with the
resignation or removal of any co-trustee or sepa-
rate trustee (Sections 6.8 and 6.10);
W.) 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);
X.) 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 re-
quired 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);
Y.) the opening of one or more accounts in
the Issuer's name, 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 (Sec-
tions 8.2 and 8.3);
Z.) the preparation of an Issuer Request and
Officer's Certificate and the obtaining of an Opin-
ion of Counsel and Independent Certificates, if
necessary, for the release of the Indenture Trust
Estate (Sections 8.4 and 8.5);
AA.) 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);
(BB) the execution and delivery of new Notes
conforming to any supplemental indenture (Section
9.6);
(CC) the notification of Noteholders of re-
demption of the Notes or duty to cause the Inden-
ture Trustee to provide such notification (Section
10.2);
(DD) the preparation and delivery of all
Officer's Certificates and the obtaining of Opin-
ions of Counsel and Independent Certificates with
respect to any requests by the Issuer to the Inden-
ture Trustee to take any action under the Indenture
(Section 11.1 (a));
(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 agree-
ments with respect to alternate payment and notice
provisions (Section 11.6); and
(GG) the recording of the Indenture, if appli-
cable (Section 11.15).
(ii) The Administrator will:
(A) pay the Indenture Trustee from time to
time reasonable compensation for all services ren-
dered 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);
(B) except as otherwise expressly provided in
the Indenture, reimburse the Indenture Trustee upon
its request for all reasonable expenses, disburse-
ments and advances incurred or made by the Inden-
ture Trustee in accordance with any provision of
the Indenture (including the reasonable compensa-
tion, 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;
(C) indemnify the Indenture Trustee and its
agents for, and hold them harmless against, any
losses, liability or expense incurred without neg-
ligence or bad faith on their part, arising out of
or in connection with the acceptance or administra-
tion of the transactions contemplated by the Inden-
ture, including the reasonable costs and expenses
of defending themselves against any claim or lia-
bility in connection with the exercise or perfor-
mance of any of their powers or duties under the
Indenture; and
(D) indemnify the Owner Trustee and its
agents for, and hold them harmless against, any
losses, liability or expense incurred without neg-
ligence or bad faith on their part, arising out of
or in connection with the acceptance or administra-
tion of the transactions contemplated by the Trust
Agreement, including the reasonable costs and ex-
penses of defending themselves against any claim or
liability in connection with the exercise or per-
formance of any of their powers or duties under the
Trust Agreement.
(b) Additional Duties. (i) In addition to the
duties of the Administrator set forth above, the Admin-
istrator shall perform such calculations and shall
prepare or shall cause the preparation by other appro-
priate persons of, and shall execute on behalf of the
Issuer or the Owner Trustee, all such documents, re-
ports, 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 capabil-
ity of the Administrator.
(ii) Notwithstanding anything in this Agree-
ment or the Related Agreements to the contrary, the
Administrator shall be responsible for promptly notify-
ing the Owner Trustee in the event that any withholding
tax is imposed on the Trust'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.
(iii) Notwithstanding anything in this Agree-
ment 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) and (d), the penultimate
sentence of Section 5.5 and Section 5.6(a) of the Trust
Agreement with respect to, among other things, account-
ing and reports to Certificateholders.
(iv) The Administrator will provide prior to
__________ __, ____, a certificate of an Authorized
Officer in form and substance satisfactory to the Owner
Trustee as to whether any tax withholding is then re-
quired 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.
(v) The Administrator shall perform the
duties of the Administrator specified in Section 10.2 of
the Trust Agreement required to be performed in connec-
tion with the resignation or removal of the Owner Trust-
ee, and any other duties expressly required to be per-
formed by the Administrator pursuant to the Trust Agree-
ment.
(vi) 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.
(c) Non-Ministerial Matters. (i) With respect to
matters that in the reasonable judgment of the Adminis-
trator 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 of the Re-
ceivables or Permitted Investments);
(C) the amendment, change or modification of
the Related Agreements;
(D) the appointment of successor Note Regis-
trars, successor Note Paying Agents and successor
Indenture Trustees pursuant to the Indenture or the
appointment of successor Administrators or Succes-
sor Servicers, or the consent to the assignment by
the Note Registrar, Note Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary
in this Agreement, the Administrator shall not be obli-
gated to, and shall not, (x) make any payments to the
Noteholders under the Related Agreements, (y) sell the
Indenture 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.
SECTION 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 Sellers at any time during normal
business hours.
SECTION 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
[$2,500] annually which shall be solely an obligation of
the Sellers.
SECTION 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 and within the Administrator's
knowledge as the Issuer shall reasonably request.
SECTION 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 ex-
pressly 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.
SECTION 7. No Joint Venture. Nothing contained in
this Agreement, with respect to the Administrator, the
Issuer or the Owner Trustee (i) shall confer on any of
them status as members of any partnership, joint ven-
ture, 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.
SECTION 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.
SECTION 9. Term of Agreement; Resignation and
Removal of Administrator. (a) This Agreement shall
continue in force until the dissolution of the Issuer,
upon which event this Agreement shall automatically
terminate.
(b) Subject to subsections (e) and (f) of this
Section 9, the Administrator may resign its duties
hereunder by providing the Issuer with at least sixty
(60) days' prior written notice.
(c) Subject to subsections (e) and (f) of this
Section 9, the Issuer may remove the Administrator
without cause by providing the Administrator with at
least sixty (60) days' prior written notice.
(d) Subject to subsections (e) and (f) of this
Section 9, at the sole option of the Issuer, the Admin-
istrator 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 Agree-
ment and, after receiving 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 assur-
ance of cure as shall be reasonably satisfactory to
the Issuer);
(ii) the entry of a decree or order by a
court or agency or supervisory authority of compe-
tent jurisdiction for the appointment of a conser-
vator, receiver, liquidator or trustee for the
Administrator in any bankruptcy, insolvency, read-
justment of debt, marshalling of assets and liabil-
ities, or similar proceedings, or for the winding
up or liquidation of its affairs, and any such
decree or order continues unstayed and in effect
for a period of sixty (60) consecutive days; or
(iii) the consent by the Administrator to
the appointment of a conservator, receiver, liqui-
dator or trustee or similar official in any insol-
vency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings of or re-
lating to the Administrator or relating to substan-
tially all of its property, the admission in writ-
ing by the Administrator of its inability to pay
its debts generally as they become due, the filing
by the Administrator of a petition to take advan-
tage of any applicable insolvency or reorganization
statute, the making by the Administrator of an
assignment for the benefit of its creditors or the
voluntary suspension by the Administrator of pay-
ment of its obligations.
The Administrator agrees that if any of the events
specified in clause (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) days
after the happening of such event.
(e) 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.
(f) The appointment of any successor Administrator
shall be effective only after satisfaction of the Rating
Agency Condition with respect to the proposed appoint-
ment.
(g) Subject to subsections (e) and (f) of this
Section 9, the Administrator acknowledges that upon the
appointment of a successor Servicer pursuant to the Sale
and Servicing Agreement, the Administrator shall immedi-
ately resign and such successor Servicer shall automati-
cally become the Administrator under this Agreement.
SECTION 10. Action upon Termination, Resignation
or Removal. Promptly upon the effective date of termi-
nation of this Agreement pursuant to Section 9(a) or the
resignation or removal of the Administrator pursuant to
Section 9(b) or 9(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 forth-
with 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
9(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.
SECTION 11. Notices. Any notice, report or other
communication given hereunder shall be in writing and
addressed of follows:
(a) if to the Issuer or the Owner Trustee, to:
NationsBank Auto Owner Trust ____-_
c/o NationsBank, N.A.
100 North Tryon Street
NC1-007-20-01
Charlotte, North Carolina 28255
Attention: ______
Telephone: (704) 386-_______
Telecopy: (704) 386-_______
(b) if to the Administrator, to:
NationsBank, N.A.
100 North Tryon Street
NC1-007-20-01
Charlotte, North Carolina 28255
Attention: ______
Telephone: (704) 386-_______
Telecopy: (704) 386-_______
(c) If to the Indenture Trustee, to:
__________________
__________________
Attention: ______
Telephone: ______
Telecopy: ______
or to such other address as any party shall have provid-
ed 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.
SECTION 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 Certificateholders; provided that either (i) such
amendment will not, as set forth in an Opinion of Coun-
sel satisfactory to the Indenture Trustee and the Owner
Trustee, materially and adversely affect the interest of
any Noteholder or Certificateholder or (ii) 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 shall have been obtained; provided, however,
that no such amendment may (x) increase or reduce in any
manner the amount of, or accelerate or delay the timing
of, or change the allocation or priority of, collections
of payments on Receivables or distributions that are
required to be made for the benefit of the Noteholders
or Certificateholders, or (y) change any Note Interest
Rate or the Certificate Rate or the Specified Reserve
Account Balance or (z) 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 Sellers, which permission shall not
be unreasonably withheld.
SECTION 13. Successors and Assigns. This Agree-
ment 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 satisfac-
tion, if accepted by the assignee, shall bind the as-
signee 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 succes-
sors or assigns of the parties hereto.
SECTION 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.
SECTION 15. Headings. The Section headings hereof
have been inserted for convenience of reference only and
shall not be construed to affect the meaning, construc-
tion or effect of this Agreement.
SECTION 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.
SECTION 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 invali-
date or render unenforceable such provision in any other
jurisdiction.
SECTION 18. Not Applicable to NationsBank, N.A. in
Other Capacities. Nothing in this Agreement shall
affect any right or obligation NationsBank, N.A. may
have in any other capacity.
SECTION 19. Limitation of Liability of Owner
Trustee and Indenture Trustee. (a) Notwithstanding
anything contained herein to the contrary, this instru-
ment has been countersigned by ______ not in its indi-
vidual 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 VI,
VII and VIII of the Trust Agreement.
(b) Notwithstanding anything contained herein to
the contrary, this Agreement has been countersigned by
______ not in its individual capacity but solely as
Indenture Trustee and in no event shall ______ have any
liability for the representations, warranties, cove-
nants, 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 Issu-
er.
SECTION 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.
SECTION 21. Nonpetition Covenants. Notwithstand-
ing any prior termination of this Agreement, the Sell-
ers, the Administrator, the Owner Trustee and the Inden-
ture 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 or the General
Partner to invoke the process of any court or government
authority for the purpose of commencing or sustaining a
case against the Issuer or the General Partner 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 or the General Partner.
END OF AGREEMENT
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered as of
the day and year first above written.
NATIONSBANK AUTO OWNER TRUST ____-_
By: ______, not in its individual
capacity but solely as Owner
Trustee
By:
Name:
Title:
______, not in its individual ca-
pacity but solely as Indenture
Trustee
By:
Name:
Title:
NATIONSBANK, N.A., as Administrator
By:
Name:
Title:
APPENDIX A
Definitions and Usage