<PAGE> 1
EXHIBIT 10.3
================================================================================
FORM OF ADMINISTRATION AGREEMENT
between
WELLS FARGO AUTO TRUST 200__-__
as Issuer
and
---------------------------------
as Indenture Trustee
Dated as of ________, 2001
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
1. Definitions and Usage....................................................................................1
2. Duties of the Administrator..............................................................................1
3. Records..................................................................................................7
4. Compensation.............................................................................................7
5. Additional Information To Be Furnished to the Issuer.....................................................7
6. Independence of the Administrator........................................................................7
7. No Joint Venture.........................................................................................7
8. Other Activities of Administrator........................................................................7
9. Term of Agreement; Resignation and Removal of Administrator..............................................7
10. Action upon Termination, Resignation or Removal..........................................................8
11. Notices..................................................................................................9
12. Amendments...............................................................................................9
13. Successors and Assigns..................................................................................10
14. Governing Law...........................................................................................10
15. Headings................................................................................................10
16. Counterparts............................................................................................10
17. Severability............................................................................................10
18. Not Applicable to Wells Fargo in Other Capacities.......................................................11
19. Limitation of Liability of Owner Trustee and Indenture Trustee..........................................11
20. Third-Party Beneficiary.................................................................................11
21. Nonpetition Covenants...................................................................................11
</TABLE>
i
<PAGE> 3
FORM OF ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of __________ ___, 2001 (as
from time to time amended, supplemented or otherwise modified and in effect,
this "Agreement"), is by and among WELLS FARGO AUTO TRUST 200__-__, a New York
common law trust (the "Issuer"), WELLS FARGO BANK, 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 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.
a. 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.
b. 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.
c. The Administrator shall prepare for execution by the Issuer, or
shall cause the preparation by appropriate persons of, all such documents,
reports, filings, instruments,
<PAGE> 4
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.
d. 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 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
Paying Agents, if any, other than the Indenture Trustee
(Section 3.3);
(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);
2
<PAGE> 5
(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);
(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);
3
<PAGE> 6
(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
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);
(27) the execution and delivery of new Notes conforming to any
supplemental indenture (Section 9.6);
(28) the notification of Noteholders of redemption of the Notes or
duty to cause the Indenture Trustee to provide such
notification (Section 10.2);
(29) 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));
(30) 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));
(31) 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);
4
<PAGE> 7
(32) 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
(33) the recording of the Indenture, if applicable (Section 11.15).
e. Payment of Fees by the Administrator:
(1) [the Administrator will 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.]
f. 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:
(1) 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.
(2) 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.
5
<PAGE> 8
(3) The Administrator will provide prior to __________ ___, 2001,
a certificate of an Authorized Officer in form and substance
satisfactory promptly notify 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.
(4) 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.
(5) 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.
g. 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 the Receivables or Permitted Investments);
(3) the amendment, change or modification of the Related
Agreements;
(4) the appointment of successor Note Registrars, successor 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, Paying Agent or Indenture Trustee of its
obligations under the Indenture; and
(5) the removal of the Indenture Trustee.
h. 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.
6
<PAGE> 9
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 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:
7
<PAGE> 10
(1) 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);
(2) 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
(3) 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, 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
(2) or (3) 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 (1) a successor Administrator shall have been
appointed by the Issuer and (2) 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
8
<PAGE> 11
Administrator pursuant to Section 9(b) or (c), respectively, the Administrator
shall cooperate with the Issuer and take all reasonable steps requested to
assist the Issuer in making an orderly transfer of the duties of the
Administrator.
11. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
a. if to the Issuer or the Owner Trustee, to:
Wells Fargo Auto Trust 200__-__
c/o
------------------------------
----------------------------------
----------------------------------
Attention:
-----------------------
Telephone:
-----------------------
Telecopy:
------------------------
b. if to the Administrator, to:
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, California 94163
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 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
9
<PAGE> 12
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.
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.
10
<PAGE> 13
18. Not Applicable to Wells Fargo in Other Capacities. Nothing in this
Agreement shall affect any right or obligation Wells Fargo may have in any other
capacity.
19. Limitation of Liability of Owner Trustee and Indenture Trustee.
a. 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.
b. Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by [Name of Indenture Trustee] not in its
individual capacity but solely as [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.
a. 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,
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.
b. 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.
11
<PAGE> 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.
Wells Fargo Auto Trust 200__-__
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:
Wells Fargo Bank, N.A., as Administrator
By:
---------------------------------------------
Name:
Title:
