Exhibit 99.2
EXECUTION COPY
This OWNER TRUST ADMINISTRATION AGREEMENT dated as of November 15, 2002
among WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, acting not in its
individual capacity but solely as Owner Trustee of Regions Auto Receivables
Trust 2002-1, a Delaware common law trust (the "Issuer"), REGIONS BANK, an
Alabama state banking corporation, as administrator (the "Owner Trust
Administrator"), and THE BANK OF NEW YORK, a New York banking corporation, not
in its individual capacity but solely as Indenture Trustee (the "Indenture
Trustee"),
W I T N E S S E T H :
WHEREAS, the Issuer is issuing 1.435% Asset Backed Notes, Class A-1,
1.94% Asset Backed Notes, Class A-2, 2.63% Asset Backed Notes, Class A-3 and
3.26% Asset Backed Notes, Class A-4 (collectively, the "Class A Notes"), 3.24%
Asset Backed Notes, Class B (the "Class B Notes") and 4.81% Asset Backed
Notes, Class C (the "Class C Notes", and together with the Class B Notes and
the Class A Notes, the "Notes") pursuant to the Indenture dated as of November
15, 2002 (as amended and supplemented from time to time, the "Indenture"),
between the Issuer and the Indenture Trustee and is issuing Asset Backed
Certificates (the "Certificates" and, together with the Notes, the
"Securities") pursuant to the Amended and Restated Trust Agreement dated as of
November 15, 2002 (as amended and supplemented from time to time, the "Trust
Agreement"), between Regions Acceptance LLC, as depositor, and Wachovia Bank
of Delaware, National Association, not in its individual capacity but solely
as owner trustee (capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture or the Trust
Agreement, as applicable);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities and of certain beneficial ownership
interests in the Issuer, including (i) a Sale and Servicing Agreement dated as
of November 15, 2002 (as amended and supplemented from time to time, the "Sale
and Servicing Agreement"), among the Issuer, Regions Bank, as seller (in such
capacity, the "Seller"), master servicer (in such capacity, the "Master
Servicer"), administrator and custodian, and the Indenture Trustee, (ii) a
Letter of Representations dated December 3, 2002 (as amended and supplemented
from time to time, the "Depository Agreement"), among the Issuer, the
Indenture Trustee, the Owner Trust Administrator and The Depository Trust
Company ("DTC") relating to the Notes and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreement, the Indenture and the Trust
Agreement being referred to hereinafter collectively as the "Related
Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer and Wachovia Bank
of Delaware, National Association, not in its individual capacity but solely
as owner trustee (the "Owner Trustee"), are required to perform certain duties
in connection with (a) the Notes and the collateral therefor pledged pursuant
to the Indenture (the "Collateral") and (b) the beneficial ownership 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 Owner Trust
Administrator perform certain of the duties of the Issuer and the Owner
Trustee referred to in the preceding clause and to provide such additional
services consistent with the terms of this
Agreement and the Related Agreements as the Issuer and the Owner Trustee may
from time to time request; and
WHEREAS, the Owner Trust Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuer and the Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Duties of the Owner Trust Administrator.
(a) Duties with Respect to the Depository Agreement and the Indenture.
(i) The Owner Trust Administrator agrees to perform all its
duties as Owner Trust Administrator and all the duties of the Issuer and
the Owner Trustee under the Depository Agreement. In addition, the Owner
Trust Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer or the Owner Trustee under the Indenture and the
Depository Agreement. The Owner Trust Administrator shall monitor the
performance of the Issuer and shall advise the Owner Trustee when action
is necessary to comply with the Issuer's or the Owner Trustee's duties
under the Indenture and the Depository Agreement. The Owner Trust
Administrator shall prepare for execution by the Issuer, or shall cause
the preparation by other appropriate persons of, 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 Indenture and the Depository Agreement. In furtherance of
the foregoing, the Owner Trust Administrator shall take all appropriate
action that is the duty of the Issuer or the Owner Trustee to take
pursuant to the Indenture including, without limitation, such of the
foregoing as are required with respect to the following matters under the
Indenture (parenthetical section 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 Register
(Section 2.04);
(B) the notification of Noteholders of the final principal payment
on their Notes (Section 2.08(b));
(C) 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 2.02);
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the
release of collateral (Section 4.04);
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(E) the maintenance of an office in the Borough of Manhattan, City
of New York, for registration of transfer or exchange of Notes
(Section 3.02);
(F) 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);
(G) the direction to the Indenture Trustee to deposit moneys with
Paying Agents, if any, other than the Indenture Trustee (Section
3.03);
(H) the obtaining and preservation of the Issuer's qualification to
do business in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of the
Indenture, the Notes, the Collateral and each other instrument and
agreement included in the Trust Estate (Section 3.04);
(I) 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 3.05 and Section 3.07(c));
(J) 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 3.06
and 3.09);
(K) 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));
(L) the delivery of written notice to the Indenture Trustee and the
Rating Agencies of a Master Servicer Default under the Sale and
Servicing Agreement and, if such Master Servicer Default arises from
the failure of the Master 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 3.07(d));
(M) the delivery of a computer file, microfiche list or printed list
containing a true and complete list of all Receivables subject to
the Indenture and the maintenance of such list in accordance with
the Indenture (Section 3.07(h));
(N) the duty to cause the Master Servicer to comply with Sections
4.09, 4.10, 4.11 and Article VII of the Sale and Servicing Agreement
(Section 3.14);
(O) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations under
the Indenture (Section 3.11(b));
(P) 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
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Master Servicer or the Seller under the Sale and Servicing Agreement
(Section 3.19 and Section 5.01);
(Q) upon the request of the Indenture Trustee, the execution and
delivery of any instruments and the undertaking of any actions
reasonably necessary to carry out more effectively the purpose of
the Indenture (Section 3.20);
(R) 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);
(S) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Trust Estate in a
commercially reasonable manner if an Event of Default shall have
occurred and be continuing (Section 5.04);
(T) 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);
(U) the preparation of any written instruments required to confirm
more fully the authority of any co-trustee or separate trustee and
any written instruments necessary in connection with the resignation
or removal of any co-trustee or separate trustee (Sections 6.08 and
6.10);
(V) the furnishing to 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);
(W) provide reasonable and appropriate assistance to the Depositor
or its designees (including The Bank of New York), as applicable,
with the preparation and 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);
(X) 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 of funds in the Trust Accounts
(Sections 8.02 and 8.03);
(Y) 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 8.04 and 8.05);
(Z) 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
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Noteholders of notices with respect to such supplemental indentures
(Sections 9.01, 9.02 and 9.03);
(AA) the execution and delivery of new Notes conforming to any
supplemental indenture (Section 9.05);
(BB) the duty to notify Noteholders of redemption of the Notes or to
cause the Indenture Trustee to provide such notification (Section
10.02);
(CC) 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));
(DD) the preparation and delivery of Officer's Certificates and the
obtaining of Independent Certificates, if necessary, for the release
of property from the lien of the Indenture (Section 11.01(b));
(EE) the notification of the Rating Agencies, upon the failure of
the Indenture Trustee to give such notification, of the information
required pursuant to Section 11.04 of the Indenture (Section 11.04);
(FF) the preparation and delivery to Noteholders and the Indenture
Trustee of any agreements with respect to alternate payment and
notice provisions (Section 11.06);
(GG) the recording of the Indenture, if applicable (Section 11.14);
(HH) the preparation of Definitive Notes in accordance with the
instructions of the Clearing Agency (Section 2.12);
(II) the direction to Paying Agents to pay to the Indenture Trustee
all sums held in trust by such Paying Agents (Section 3.03); and
(JJ) provide the Indenture Trustee with the information necessary to
deliver to each Noteholder such information as may be reasonably
required to enable such Holder to prepare its United States federal
and state and local income or franchise tax returns (Section 6.06).
(ii) The Owner Trust Administrator hereby agrees to:
(A) pay the Indenture Trustee (and any separate trustee or
co-trustee appointed pursuant to Section 6.10 of the Indenture (a
"Separate Trustee")) from time to time reasonable compensation for
all services rendered by the Indenture Trustee or Separate Trustee,
as the case may be, 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) to the extent such fees are not
paid pursuant to Section 5.06 of the Sale and Servicing Agreement;
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(B) except as otherwise expressly provided in the Indenture,
reimburse the Indenture Trustee or any Separate Trustee upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Indenture Trustee or Separate Trustee, as
the case may be, 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;
(C) indemnify the Indenture Trustee and any Separate Trustee and
their respective agents for, and hold them harmless against, any
losses, liability or expense incurred without negligence or bad
faith on their part, arising out of or in connection with the
acceptance or administration of the transactions contemplated by the
Indenture and the other Basic Documents, 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 under the Indenture; such indemnities shall
survive the discharge of the Indenture, the resignation or removal
of the Indenture Trustee, and the resignation or removal of the
Owner Trust Administrator; and
(D) indemnify the Owner Trustee and its agents, successors, assigns
and servants for, and hold them harmless against, any losses,
liability or expense incurred without willful misfeasance, gross
negligence or bad faith on their part, arising out of or in
connection with the acceptance or administration of the transactions
contemplated by the Trust Agreement, 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 under the Trust Agreement, to the extent that such
amounts (including, without limitation, amounts payable under
Section 8.02 of the Trust Agreement) have not been paid pursuant to
Section 5.06 of the Sale and Servicing Agreement.
(b) Additional Duties.
(i) In addition to the duties of the Owner Trust Administrator
set forth above, the Owner Trust Administrator shall perform such
calculations necessary to maintain, deliver and prepare and shall
maintain, deliver and prepare or cause to be maintained, delivered and
prepared and, if applicable, shall cause to be signed, all books,
documents, reports, filings and instruments that the Owner Trustee is
required to maintain, deliver or prepare pursuant to Section 5.05(a),
(b), (c) and (d) of the Trust Agreement, and at the request of the Owner
Trustee, the Owner Trust Administrator shall take all appropriate action
that it is the duty of the Issuer or the Owner Trustee to take pursuant
to the Related Agreements. In furtherance thereof, the Owner Trustee
shall, on behalf of itself and of the Issuer, execute and deliver to the
Owner Trust Administrator and to each successor Owner Trust Administrator
appointed pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing the Owner Trust
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 5 of
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this Agreement, and in accordance with the directions of the Owner
Trustee, the Owner Trust 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 Owner Trust
Administrator. Such responsibilities shall include providing to the
Depositor and the Indenture Trustee the monthly servicing report in an
appropriate electronic form and shall exclude the actual filing of any
reports pursuant to the Securities Exchange Act of 1934.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Owner Trust Administrator shall be
responsible for promptly notifying the Owner Trustee and the Paying Agent
in the event that any withholding tax is imposed on the Trust's payments
(or allocations of income) to an Owner 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 and the
Paying Agent pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Owner Trust Administrator shall be
responsible for performance of the duties of the Owner Trustee set forth
in Section 5.05(a), (b), (c) and (d), the penultimate sentence of Section
5.05 and Section 5.06(a) of the Trust Agreement with respect to, among
other things, accounting and reports to Owners; provided, however, that
the Paying Agent shall distribute the Schedule K-1s (as prepared by the
Administrator) necessary to enable each Owner to prepare its federal and
state income tax returns.
(iv) The Owner Trust Administrator shall satisfy its
obligations with respect to clauses (ii) and (iii) above by retaining, at
the expense of the Trust payable by the Owner Trust Administrator, Ernst
& Young LLP or another firm of independent public accountants (the
"Accountants") acceptable to the Owner Trustee, which shall perform the
obligations of the Owner Trust Administrator thereunder. In connection
with paragraph (ii) above, the Accountants will provide prior to April
15, 2003 a letter in form and substance satisfactory to the Owner Trustee
as to whether any tax withholding is then required and, if required, the
procedures to be followed with respect thereto to comply with the
requirements of the Code. The Accountants 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 Owner Trust Administrator shall perform the duties of
the Owner Trust Administrator including, without limitation, those
specified in Sections 8.01, 8.02 and 10.02 of the Trust Agreement
required to be performed in connection with the fees, expenses and
indemnification and the resignation or removal of the Owner Trustee, and
any other duties expressly required to be performed by the Owner Trust
Administrator under the Trust Agreement.
(vi) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Owner Trust Administrator may enter
into transactions or
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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 Owner Trust
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 Owner Trust Administrator are non-ministerial, the Owner Trust
Administrator shall not take any action unless within a reasonable time
before the taking of such action, the Owner Trust Administrator shall
have notified the Owner Trustee of the proposed action and the Owner
Trustee shall have withheld consent or provided an alternative direction.
Unless explicitly provided under this Owner Trust Administration
Agreement, 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
Receivables or Eligible Investment Receivables);
(C) the amendment, change or modification of the Related Agreements;
(D) the appointment of successor Note Registrars, successor Paying
Agents and successor Indenture Trustees pursuant to the Indenture or
the appointment of successor Owner Trust Administrators or Successor
Master Servicers, or the consent to the assignment by the Note
Registrar, 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 Owner Trust 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
5.04 of the Indenture or (z) take any other action that the Issuer
directs the Owner Trust Administrator not to take on its behalf.
2. Records. The Owner Trust 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.
3. Compensation. As compensation for the performance of the Owner Trust
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Owner Trust Administrator shall be paid by the
Master Servicer as set forth in a separate agreement.
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4. Additional Information To Be Furnished to the Issuer. The Owner Trust
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
5. Independence of the Owner Trust Administrator. For all purposes of
this Agreement, the Owner Trust 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 Owner Trust Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise
be deemed an agent of the Issuer or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Owner Trust Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) 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.
7. Other Activities of Owner Trust Administrator.
(a) Nothing herein shall prevent the Owner Trust 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.
(b) The Owner Trust Administrator and its Affiliates may generally engage
in any kind of business with any person party to a Related Agreement, any of
its Affiliates and any person who may do business with or own securities of
any such person or any of its Affiliates, without any duty to account therefor
to the Issuer, the Owner Trustee or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Owner Trust
Administrator.
(a) This Agreement shall continue in force until the termination of the
Issuer, upon which event this Agreement shall automatically terminate;
provided that the provisions of Section 1(a)(ii)(C) and (D) shall survive the
termination of this Agreement.
(b) Subject to Sections 8(e) and (f), the Owner Trust Administrator may
resign its duties hereunder by providing the Issuer with at least 60 days'
prior written notice.
(c) Subject to Sections 8(e) and (f), the Issuer may remove the Owner
Trust Administrator without cause by providing the Owner Trust Administrator
with at least 60 days' prior written notice.
(d) Subject to Sections 8(e) and (f), at the sole option of the Issuer,
the Owner Trust Administrator may be removed immediately upon written notice
of termination from the Issuer to the Owner Trust Administrator if any of the
following events shall occur:
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(i) the Owner Trust 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 Business 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) 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 60 days, in respect of the Owner Trust Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a conservator,
receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official for the Owner Trust Administrator or any substantial
part of its property or order the winding-up or liquidation of its
affairs; or
(iii) the Owner Trust 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 conservator, receiver, liquidator, assignee, trustee,
custodian, sequestrator or similar official for the Owner Trust
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.
(iv) The Owner Trust Administrator agrees that if any of the
events specified in clauses (ii) or (iii) of this Section shall occur, it
shall give written notice thereof to the Issuer and the Indenture Trustee
within seven days after the happening of such event.
(e) No resignation or removal of the Owner Trust Administrator pursuant
to this Section shall be effective until (i) a successor Owner Trust
Administrator shall have been appointed by the Issuer and (ii) such successor
Owner Trust Administrator shall have agreed in writing to be bound by the
terms of this Agreement in the same manner as the Owner Trust Administrator is
bound hereunder and (iii) the Owner Trustee and the Indenture Trustee consent
to the successor Owner Trust Administrator.
(f) The appointment of any successor Owner Trust Administrator shall be
effective only after receipt of written confirmation from each Rating Agency
that the proposed appointment will not result in the qualification,
downgrading or withdrawal of any rating assigned to the Notes by such Rating
Agency.
(g) A successor Owner Trust Administrator shall execute, acknowledge and
deliver a written acceptance of its appointment hereunder to the resigning
Owner Trust Administrator and to the Issuer. Thereupon the resignation or
removal of the resigning Owner Trust Administrator shall become effective, and
the successor Owner Trust Administrator shall have all the rights, powers and
duties of the Owner Trust Administrator under this Agreement. The successor
Owner Trust Administrator shall mail a notice of its succession to the
Noteholders and the Certificateholders. The resigning Owner Trust
Administrator shall promptly transfer or cause to
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be transferred all property and any related agreements, documents and
statements held by it as Owner Trust Administrator to the successor Owner
Trust Administrator and the resigning Owner Trust Administrator shall execute
and deliver such instruments and do other things as may reasonably be required
for fully and certainly vesting in the successor Owner Trust Administrator all
rights, power, duties and obligations hereunder.
(h) In no event shall a resigning Owner Trust Administrator be liable for
the acts or omissions of any successor Owner Trust Administrator hereunder.
(i) In the exercise or administration of its duties hereunder and under
the Related Documents, the Owner Trust Administrator may act directly or
through its agents or attorneys pursuant to agreements entered into with any
of them, and the Owner Trust Administrator shall not be liable for the conduct
or misconduct of such agents or attorneys if such agents or attorneys shall
have been selected by the Owner Trust Administrator with due care.
9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or
the resignation or removal of the Owner Trust Administrator pursuant to
Section 8(b) or (c), respectively, the Owner Trust 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 Owner Trust
Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Owner Trust Administrator. In the event
of the resignation or removal of the Owner Trust Administrator pursuant to
Section 8(b) or (c), respectively, the Owner Trust 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 Owner Trust
Administrator.
10. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(i) if to the Issuer or the Owner Trustee, to:
Regions Auto Receivables Trust 2002-1
In care of Wachovia Bank of Delaware, National Association
One ▇▇▇▇▇▇ Square
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
(ii) if to the Owner Trust Administrator, to:
Regions Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
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with a copy to:
Regions Bank
Office of the General Counsel
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: R. ▇▇▇▇ Deer
(iii) if to the Indenture Trustee, to:
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Asset Backed Securities Unit
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.
11. Amendments. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Owner Trust
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 such
amendment will not materially and adversely affect the interest of any
Noteholder or Certificateholder. This Agreement may also be amended by the
Issuer, the Owner Trust Administrator and the Indenture Trustee with the
written consent of the Owner Trustee, Noteholders holding not less than a
majority of the Outstanding Amount of the Notes and the Holders of
Certificates evidencing not less than a majority of the Percentage Interests
in the Certificates (excluding for purposes of this Section 11 Certificates
held by the Seller or any of its affiliates) 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 (i)
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 (ii) reduce the aforesaid percentage of the holders of the Notes or the
Certificates which are required to consent to any such amendment, without the
consent of the holders of all the outstanding Notes and Certificates.
Notwithstanding the foregoing, the Owner Trust Administrator may not amend
this Agreement without the permission of the Seller, which permission shall
not be unreasonably withheld.
12. Successors and Assigns. This Agreement may not be assigned by the
Owner Trust 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
12
assignee hereunder in the same manner as the Owner Trust Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Owner Trust 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 Owner Trust 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 Owner Trust Administrator is bound
hereunder and represents that it has the financial ability to satisfy its
indemnification obligations hereunder. Notwithstanding the foregoing, the
Owner Trust Administrator can transfer its obligations to any affiliate that
succeeds to substantially all of the assets and liabilities of the Owner Trust
Administrator and who has represented and warranted that it is not less
creditworthy than the Owner Trust Administrator. Subject to the foregoing,
this Agreement shall bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER THAN THE STATE
OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.
16. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.
17. Not Applicable to The Bank of New York in Other Capacities. Nothing
in this Agreement shall affect any obligation The Bank of New York may have in
any other capacity.
18. Limitation of Liability of Owner Trustee and Indenture Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by the Owner Trustee solely in its capacity
as Owner Trustee and in no event shall the 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
13
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 the Indenture Trustee solely as Indenture
Trustee and in no event shall the 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.
(c) No recourse under any obligation, covenant or agreement of the Issuer
contained in this Agreement shall be had against any agent of the Issuer
(including the Owner Trust Administrator and the Owner Trustee) as such by the
enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute or otherwise; it being expressly agreed and understood
that this Agreement is solely an obligation of the Issuer as a Delaware common
law trust, and that no personal liability whatever shall attach to or be
incurred by any agent of the Issuer (including the Owner Trust Administrator
and the Owner Trustee), as such, under or by reason of any of the obligations,
covenants or agreements of the Issuer contained in this Agreement, or implied
therefrom, and that any and all personal liability for breaches by the Issuer
of any such obligations, covenants or agreements, either at common law or at
equity, or by statute or constitution, of every such agent is hereby expressly
waived as a condition of and in consideration for the execution of this
Agreement.
19. Third-Party Beneficiary. The Seller, the Depositor, the Owner Trustee
and the Owner Trustee in its individual capacity are third-party beneficiaries
to this Agreement and are entitled to the rights and benefits hereunder and
may enforce the provisions hereof as if each were a party hereto.
20. Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, the Owner Trust Administrator 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 of 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
conservator, 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.
21. Liability of Owner Trust Administrator. Notwithstanding any provision
of this Agreement, the Owner Trust Administrator shall not have any
obligations under this Agreement other than those specifically set forth
herein, and no implied obligations of the Owner Trust Administrator shall be
read into this Agreement. Neither the Owner Trust Administrator nor any of its
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken in good faith by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct and in no event shall the Owner Trust Administrator be liable under
or in connection with this Agreement for indirect, special or consequential
losses or damages of any kind, including lost profits, even if advised of the
14
possibility thereof and regardless of the form of action by which such losses
or damages may be claimed. Without limiting the foregoing, the Owner Trust
Administrator may (a) consult with legal counsel (including counsel for the
Issuer), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts
and (b) shall incur no liability under or in respect if this Agreement by
acting upon any notice (including notice by telephone), consent, certificate
or other instrument or writing (which may be by facsimile) believed by it to
be genuine and signed or sent by the proper party or parties.
15
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION, not in its individual capacity but solely as
Owner Trustee of REGIONS AUTO RECEIVABLES TRUST
2002-1
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Trust Officer
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Indenture Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. Clan
-----------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Clan
Title: Assistant Treasurer
REGIONS BANK,
as Owner Trust Administrator
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
16
EXHIBIT A
POWER OF ATTORNEY
STATE OF NEW YORK }
}
COUNTY OF NEW YORK }
KNOW ALL MEN BY THESE PRESENTS, that Wachovia Bank of Delaware, National
Association, a national banking association, not in its individual capacity
but solely as owner trustee (the "Owner Trustee") for Regions Auto Receivables
Trust 2002-1 (the "Trust"), does hereby make, constitute and appoint Regions
Bank, as administrator (the "Owner Trust Administrator") under the Owner Trust
Administration Agreement dated November 15, 2002 (the "Owner Trust
Administration Agreement"), among the Trust, the Owner Trust Administrator and
The Bank of New York, as Indenture Trustee, as the same may be amended from
time to time, and its agents and attorneys, as Attorneys-in-Fact to execute on
behalf of the Owner Trustee or the Trust all such documents, reports, filings,
instruments, certificates and opinions as it should be the duty of the Owner
Trustee or the Trust to prepare, file or deliver pursuant to the Basic
Documents, or pursuant to Section 5.05(a), (b), (c) or (d) of the Trust
Agreement, including, without limitation, to appear for and represent the
Owner Trustee and the Trust in connection with the preparation, filing and
audit of federal, state and local tax returns pertaining to the Trust, and
with full power to perform any and all acts associated with such returns and
audits that the Owner Trustee could perform, including without limitation, the
right to distribute and receive confidential information, defend and assert
positions in response to audits, initiate and defend litigation, and to
execute waivers of restrictions on assessments of deficiencies, consents to
the extension of any statutory or regulatory time limit, and settlements.
All powers of attorney for this purpose heretofore filed or executed by the
Owner Trustee are hereby revoked.
Capitalized terms that are used and not otherwise defined herein shall have
the meanings ascribed thereto in the Owner Trust Administration Agreement.
EXECUTED this ____ day of ____________, 200_.
WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION, not in its individual capacity but solely as
Owner Trustee of REGIONS AUTO RECEIVABLES TRUST
2002-1
By:
-----------------------------------------------------
Name:
Title:
STATE OF ___________ }
}
COUNTY OF _________ }
Before me, the undersigned authority, on this day personally appeared
_______________________, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that s/he signed the same
for the purposes and considerations therein expressed.
Sworn to before me this ___
day of _______, 200__.
---------------------------------------
Notary Public - State of ____________