<PAGE>
Exhibit 10.2
================================================================================
__________ TRUST 200_-__
as Issuer,
--------------------------------------,
as Administrator,
POOLED AUTO SECURITIES SHELF LLC,
as Depositor,
and
--------------------------------------,
as Indenture Trustee
-------------------------------------------
FORM OF ADMINISTRATION AGREEMENT
Dated as of __________, 200_
-------------------------------------------
================================================================================
<PAGE>
TABLE OF CONTENTS
PAGE
Section 1.01. Capitalized Terms; Interpretive Provisions................. 2
Section 1.02. Duties of the Administrator................................ 2
Section 1.03. Records.................................................... 7
Section 1.04. Compensation............................................... 8
Section 1.05. Additional Information to be Furnished to the Issuer....... 8
Section 1.06. Independence of the Administrator.......................... 8
Section 1.07. No Joint Venture........................................... 8
Section 1.08. Other Activities of Administrator.......................... 8
Section 1.09. Term of Agreement; Resignation and Removal of
Administrator............................................ 8
Section 1.10. Action Upon Termination, Resignation or Removal............ 9
Section 1.11. Notices.................................................... 10
Section 1.12. Amendments................................................. 10
Section 1.13. Successors and Assigns..................................... 10
Section 1.14. Governing Law.............................................. 11
Section 1.15. Headings................................................... 11
Section 1.16. Counterparts............................................... 11
Section 1.17. Severability............................................... 11
Section 1.18. Limitation of Liability of Owner Trustee and
Indenture Trustee........................................ 11
Section 1.19. Third-Party Beneficiary.................................... 12
EXHIBITS
Exhibit A - Form of Power of Attorney......................................A-1
<PAGE>
This Administration Agreement, dated as of __________, 200_ (the
"Agreement"), is among __________ Trust 200_-__, as issuer (the "Issuer"),
________________ ("____"), as administrator (in such capacity, the
"Administrator"), Pooled Auto Securities Shelf LLC ("PASS"), as depositor (in
such capacity, the "Depositor"), and __________, as indenture trustee (the
"Indenture Trustee").
WHEREAS, the Issuer was created pursuant to the Trust Agreement, dated as
of __________ 200_ (the "Trust Agreement"), between the Depositor and
_____________, as owner trustee (the "Owner Trustee");
WHEREAS, the Issuer is issuing _____% Asset Backed Notes, Class A-1,
_____% Asset Backed Notes, Class A-2, and _____% Asset Backed Notes, Class A-3
(collectively, the "Notes") pursuant to an Indenture, dated as of the date
hereof (the "Indenture"), between the Issuer and the Indenture Trustee;
WHEREAS, the Issuer has entered into certain agreements in connection with
the issuance of the Notes and of certain beneficial ownership interests of the
Issuer, including (i) the Indenture, (ii) a Sale and Servicing Agreement, dated
as of the date hereof (the "Sale and Servicing Agreement"), among the Issuer,
PASS, as transferor (in such capacity, the "Transferor"), and _________, as
servicer (in such capacity, the "Servicer"), and (iii) a Letter of
Representations, dated ________, 200_ (the "Note Depository Agreement" and,
together with this Agreement, the Indenture, the Sale and Servicing Agreement
and the Trust Agreement, the "Related Documents"), among the Issuer, the
Indenture Trustee and The Depository Trust Company;
WHEREAS, pursuant to the Related Documents, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (i) the Notes
and the collateral therefor pledged pursuant to the Indenture (the "Collateral")
and (ii) the beneficial ownership interests in the Issuer (the registered
holders of such interests being referred to herein as the "Owners");
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 other Related Documents 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 agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1
<PAGE>
SECTION 1.01. CAPITALIZED TERMS; INTERPRETIVE PROVISIONS.
(a) Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto or incorporated by reference in the Trust
Agreement or the Indenture, as the case may be. Whenever used herein, unless the
context otherwise requires, the following words and phrases shall have the
following meanings:
"ACCOUNTANTS" shall have the meaning set forth in Section 1.02(f).
"AGREEMENT" means this Administration Agreement, as amended, supplemented
or modified from time to time.
"RELATED DOCUMENTS" has the meaning set forth in the Preamble.
(b) For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used in this
Agreement include, as appropriate, all genders and the plural as well as the
singular, (ii) references to this Agreement include all Exhibits hereto, (iii)
references to words such as "herein", "hereof" and the like shall refer to this
Agreement as a whole and not to any particular part, Article or Section within
this Agreement, (iv) the term "include" and all variations thereof shall mean
"include without limitation", (v) the term "or" shall include "and/or" and (vi)
the term "proceeds" shall have the meaning ascribed to such term in the UCC.
SECTION 1.02. DUTIES OF THE ADMINISTRATOR.
(a) The Administrator agrees to perform all its duties as Administrator
and, except as specifically excluded herein, agrees to perform all the duties of
the Issuer and the Owner Trustee under the Related Documents. In addition, the
Administrator shall consult with the Owner Trustee regarding the duties of the
Issuer or the Owner Trustee under the Related Documents. The Administrator shall
monitor the performance of the Issuer and shall advise the Owner Trustee when
action is necessary to comply with the respective duties of the Issuer and the
Owner Trustee under the Related Documents. The Administrator shall prepare for
execution by the Issuer, or shall cause the preparation by other appropriate
persons of, all such documents, reports, notices, 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 Documents. In
furtherance of the foregoing, the Administrator shall take (or, in the case of
the immediately preceding sentence, cause to be taken) all appropriate action
that the Issuer or the Owner Trustee is required 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 execution and authentication of the Notes and delivery of the
same to the Indenture Trustee (Section 2.02);
2
<PAGE>
(ii) 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 2.04);
(iii) the notification of Noteholders and the Rating Agencies of the
final principal payment on the Notes (Section 2.07(b));
(iv) the fixing or causing to be fixed of any special record date and
the notification of the Indenture Trustee and Noteholders with respect to
special payment dates, if any (Section 2.07(c));
(v) the preparation of Definitive Notes in accordance with the
instructions of the Clearing Agency (Section 2.11); and
(vi) the preparation, obtaining or filing of the instruments, opinions
and certificates and other documents required for the release of collateral
(Section 2.12);
(vii) 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);
(viii) the direction to the Indenture Trustee to deposit monies
with Paying Agents, if any, other than the Indenture Trustee (Section
3.03);
(ix) the obtaining and preservation of the Issuer's qualifications to
do business (Section 3.04);
(x) 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 are necessary or advisable to protect the Owner Trust Estate (Section
3.05);
(xi) the delivery of the Opinion of Counsel on the Closing Date and
the annual delivery of Opinions of Counsel as to the Owner Trust Estate,
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);
(xii) 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));
(xiii) the notification of the Indenture Trustee and the Rating
Agencies of each Servicer Default and, if such Servicer Default arises from
the failure of the Servicer to perform any of its duties or obligations
under the Servicing Agreement with respect to the Receivables, the taking
of all reasonable steps available to remedy such failure (Section 3.07(d));
3
<PAGE>
(xiv) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations upon the merger
or consolidation of the Issuer under the Indenture and the obtaining of the
Opinion of Counsel and the Officer's Certificate relating thereto (Section
3.10);
(xv) the duty to cause the Servicer to comply with Sections 3.10,
3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement
(Section 3.14);
(xvi) the delivery of written notice to the Indenture Trustee and each
Rating Agency of each Event of Default and each default by the Servicer or
the Transferor under the Sale and Servicing Agreement (Section 3.19);
(xvii) 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);
(xviii) the compliance with Section 5.04 of the Indenture with
respect to the sale of the Owner Trust Estate in a commercially reasonable
manner if an Event of Default shall have occurred and be continuing
(Section 5.04);
(xix) the preparation and delivery of notice to Noteholders of the
removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee (Section 6.08);
(xx) 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 the Indenture Trustee or any co-trustee or separate trustee (Sections
6.08 and 6.10);
(xxi) 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 7.01);
(xxii) 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 7.03);
(xxiii) the opening of one or more accounts in the Issuer's name
and the taking of all other actions necessary with respect to investment
and reinvestment of funds in the Accounts (Sections 8.02 and 8.03);
4
<PAGE>
(xxiv) 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 Owner Trust Estate
(Sections 8.04 and 8.05);
(xxv) the preparation of Issuer Requests, the obtaining of Opinions of
Counsel and the certification to the Indenture Trustee with respect to the
execution of supplemental indentures and the mailing to the Noteholders of
notices with respect to such supplemental indentures (Sections 9.01 and
9.02);
(xxvi) the execution, authentication and delivery of new Notes
conforming to any supplemental indenture (Section 9.06);
(xxvii) the duty to notify Noteholders and the Rating Agencies of
redemption of the Notes or to cause the Indenture Trustee to provide such
notification (Sections 10.01 and 10.02);
(xxviii) the preparation and delivery of all Officer's 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 11.01(a));
(xxix) 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 11.01(b));
(xxx) the notification of each Rating Agency, upon the failure of the
Issuer, the Owner Trustee or the Indenture Trustee to give such
notification, of the information required pursuant to Section 11.04 of the
Indenture (Section 11.04); and
(xxxi) the recording of the Indenture, if applicable (Section
11.15).
(b) The Administrator shall:
(i) pay from time to time reasonable compensation to (A) the Indenture
Trustee for all services rendered by the Indenture Trustee under the Basic
Documents and (B) the Owner Trustee for all services rendered under the
Trust Agreement (in each case which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an
express trust);
(ii) 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 Basic Documents (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 willful misconduct, negligence or bad faith;
5
<PAGE>
(iii) except as otherwise expressly provided in the third sentence of
Section 7.01 of the Trust Agreement, reimburse the Owner Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Owner Trustee in accordance with any provision of the Trust
Agreement (including reasonable compensation, expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its willful misconduct, negligence or bad faith;
and
(iv) indemnify the Indenture Trustee, the Owner Trustee and their
respective agents for, and hold them harmless against, any loss, liability
or expense incurred without negligence, willful misconduct or bad faith on
their part, arising out of or in connection with the acceptance or
administration of the transactions contemplated by the Basic Documents, as
the case may be, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise
or performance of any of their powers or duties thereunder.
(c) In addition to the duties set forth in Sections 1.02(a) and (b), 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, notices, reports, filings,
instruments, certificates and opinions that the Issuer or the Owner Trustee are
required to prepare, file or deliver pursuant to the Related Documents, and at
the request of the Owner Trustee shall take all appropriate action that the
Issuer or the Owner Trustee are required to take pursuant to the Related
Documents. In furtherance thereof, the Owner Trustee shall, on behalf of itself
and of the Issuer, execute and deliver to the Administrator 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 Owner Trustee and the Issuer for the
purpose of executing on behalf of the Owner Trustee and the Issuer all such
documents, reports, filings, instruments, certificates and opinions. Subject to
Section 1.06, 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
Documents) 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.
(d) Notwithstanding anything in this Agreement or the Related Documents 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 Trust Certificateholder as contemplated
in Section 5.02(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.
(e) Notwithstanding anything in this Agreement or the Related Documents to
the contrary, the Administrator shall be responsible for performance of the
duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement
with respect to, among other things, accounting and reports to Owners; provided,
however, that the Owner Trustee shall retain
6
<PAGE>
responsibility for the distribution of the Schedule K-1's, necessary to enable
each Owner to prepare its federal and state income tax returns.
(f) The Administrator shall perform any duties expressly required to be
performed by the Administrator under the Trust Agreement.
(g) 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.
(h) 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:
(i) the amendment of or any supplement to the Indenture;
(ii) 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);
(iii) the amendment, change or modification of the Basic
Documents;
(iv) 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, any
Paying Agent or Indenture Trustee of its obligations under the
Indenture; and
(v) the removal of the Indenture Trustee.
(i) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (i) make any payments to
the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate
pursuant to Section 5.04 of the Indenture, (iii) take any other action that the
Issuer directs the Administrator not to take on its behalf or (iv) take any
other action which may be construed as having the effect of varying the
investment of the Trust Certificateholders.
SECTION 1.03. 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
Depositor at any time during normal business hours.
7
<PAGE>
SECTION 1.04. 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 an annual
payment of compensation which shall be solely an obligation of the Depositor.
SECTION 1.05. 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.
SECTION 1.06. 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.
SECTION 1.07. NO JOINT VENTURE. Nothing contained in this Agreement (i)
shall constitute the Administrator and either the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
SECTION 1.08. 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 1.09. 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 1.09(d) and 1.09(e), the Administrator may resign
its duties hereunder by providing the Issuer with at least 60 days' prior
written notice.
(b) Subject to Sections 1.09(d) and 1.09(e), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(c) Subject to Sections 1.09(d) and 1.09(e), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator 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
8
<PAGE>
ten days (or, if such default cannot be cured in such time, shall not give
within ten days such assurance of cure as shall be reasonably satisfactory to
the Issuer);
(ii) the existence of any proceeding or action, or the entry of a
decree or order for relief by a court or regulatory authority having
jurisdiction over the Administrator in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Administrator or of any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Administrator and the continuance of any such action, proceeding, decree or
order unstayed and, in the case of any such order or decree, in effect for
a period of 90 consecutive days; or
(iii) the commencement by the Administrator of a voluntary case under
the federal bankruptcy laws, as now or hereafter in effect, or the consent
by the Administrator to the appointment of or taking of possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Administrator or of any substantial part of its
property or the making by the Administrator of an assignment for the
benefit of creditors or the failure by the Administrator generally to pay
its debts as such debts become due or the taking of corporate action by the
Administrator in furtherance of any of the foregoing.
The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) above shall occur, it shall give written notice thereof to the
Issuer and the Indenture Trustee within seven days after the occurrence of such
event.
(d) No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.
(e) The appointment of any successor Administrator shall be effective only
after satisfaction of the Rating Agency Condition with respect to the proposed
appointment.
(f) Subject to Sections 1.09(d) and 1.09(e), 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.
SECTION 1.10. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly
upon the effective date of termination of this Agreement pursuant to the first
sentence of Section 1.09 or the resignation or removal of the Administrator
pursuant to Section 1.09(a), (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 the first sentence of Section 1.09
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 1.09(a), (b) or
(c),
9
<PAGE>
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 1.11. NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be delivered or mailed by registered or certified
first-class United States mail, postage prepaid, hand delivery, prepaid courier
service, or by telecopier (followed by hard copy by overnight delivery), and
addressed in each case as follows: (a) if to the Issuer or the Owner Trustee,
to: __________ Trust 200_-__, _____________________, Attention: _______________;
(b) if to the Administrator, to: ______________________, Attention: __________;
(c) if to the Depositor, to: Pooled Auto Securities Shelf LLC, One First Union
Center, TW-9, Charlotte, North Carolina 28222, Attention: __________; and (d) if
to the Indenture Trustee, to: _________________________, Attention:
_____________; 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.
SECTION 1.12. AMENDMENTS. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the parties hereto, with
the written consent of the Owner Trustee but without the consent of the
Noteholders or 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 the
Certificateholders; provided, that such amendment will not, in the Opinion of
Counsel satisfactory to the Indenture Trustee, materially and adversely affect
the interest of any of the Noteholders or the Certificateholders. This Agreement
may also be amended by the parties hereto with the written consent of the Owner
Trustee and the Holders of Notes evidencing at least a majority of the
Outstanding Amount and the Holders of Trust Certificates evidencing at least a
majority of the Percentage Interests evidenced by the Trust Certificates 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 the Certificateholders; provided, however, that no such
amendment may (i) increase or reduce in any manner the amount of, or accelerate
or delay the timing of, collections of payments on the Receivables or
distributions that are required to be made for the benefit of the Noteholders or
the Certificateholders or (ii) reduce the aforesaid percentage of the Holders of
Notes and Trust Certificates which are required to consent to any such
amendment, without the consent of the Holders of all outstanding Notes and Trust
Certificates. Notwithstanding the foregoing, the Administrator may not amend
this Agreement without the permission of the Depositor, which permission shall
not be unreasonably withheld.
SECTION 1.13. 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
10
<PAGE>
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 form and substance reasonably
satisfactory to the Owner Trustee and the Indenture Trustee, 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.
SECTION 1.14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 1.15. HEADINGS. The headings of the various Sections herein are
for convenience of reference only and shall not define or limit any of the terms
or provisions hereof.
SECTION 1.16. COUNTERPARTS. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
SECTION 1.17. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
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.
SECTION 1.18. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
TRUSTEE.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by ___________________ 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 Six, Seven and Eight of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been executed by _________________ in its capacity as Indenture
Trustee under the Indenture and in no event shall _________________ in its
individual capacity 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.
11
<PAGE>
SECTION 1.19. 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.
12
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
___________________________ TRUST 200_-__,
as Issuer
By: _____________________, not in its
individual capacity but solely as
Owner Trustee
By:_________________________________________
Name:
Title:
POOLED AUTO SECURITIES SHELF LLC,
as Depositor
By:_________________________________________
Name:
Title:
_____________________________, not in its
individual capacity but solely as
Indenture Trustee
By:_________________________________________
Name:
Title:
___________________________________________,
as Administrator
By:________________________________________
Name:
Title:
<PAGE>
EXHIBIT A
POWER OF ATTORNEY PURSUANT TO
SECTION 1.02(c) OF ADMINISTRATION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that ______________________, a
_____________ corporation (the "Grantor"), located at ________________________,
as owner trustee of __________ Trust 200_-__, a Delaware business trust (the
"Issuer"), does hereby appoint __________________, a _________ corporation (the
"Grantee"), located at _______________________, as its attorney-in-fact with
full power of substitution and hereby authorizes and empowers the Grantee, in
the name of and on behalf of the Grantor or the Issuer, to take the following
actions from time to time with respect to the duties of the Administrator under
the Administration Agreement, dated as of _________, 200_ (the "Administration
Agreement"), among the Issuer, the Administrator, Pooled Auto Securities Shelf
LLC, as depositor and __________, as indenture trustee, for the purpose of
executing on behalf of the Grantor or the Issuer all such documents, reports,
filings, instruments, certificates and opinions required pursuant to the Related
Documents:
The Grantee is hereby empowered to do any and all lawful acts necessary or
desirable to effect the performance of the duties under the Administration
Agreement and the Grantor hereby ratifies and confirms any and all lawful acts
the Grantee shall undertake pursuant to and in conformity with this Power of
Attorney.
This Power of Attorney is revocable in whole or in part as to the powers
herein granted upon notice by the Grantor. If not earlier revoked, this Power of
Attorney shall expire completely or, if so indicated, in part, upon the earlier
of (i) the termination of the trust agreement, dated as of __________, 200_ (the
"Trust Agreement"), among Pooled Auto Securities Shelf LLC, as depositor and the
Grantor, as owner trustee, or (ii) the termination of the Administration
Agreement, as each may be amended, restated or supplemented from time to time.
Capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Trust Agreement or the Administration
Agreement, as the case may be.
This Power of Attorney shall be created under and governed and construed
under the internal laws of the State of New York.
The Grantor executes this Power of Attorney with the intent to be legally
bound hereby, and with the intent that such execution shall have the full
dignity afforded by the accompanying witnessing and notarization and all lesser
dignity resulting from the absence of such witnessing and notarization or any
combination thereof.
A-1
<PAGE>
Dated this ____ day of __________, 200_.
[Seal] _____________________________________,
not in its individual capacity but
solely as Owner Trustee of the
__________ Trust 200_-__
By:________________________________________
Signed and delivered in the
presence of:
_____________________________________
Address:_____________________________
_____________________________
[Unofficial Witness]
A-2
