Exhibit 4.9
ADMINISTRATIVE SERVICES AGREEMENT
BY AND BETWEEN
WILMINGTON TRUST COMPANY,
AS DELAWARE TRUSTEE OF ONE OR MORE HARTFORD LIFE GLOBAL FUNDING TRUSTS
AND
AMACAR PACIFIC CORP.,
AS ADMINISTRATOR
DATED AS OF -, 2005
TABLE OF CONTENTS
PAGE
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Section 1. Definitions 1
Section 2. Administrative Services; Consultations with the Trust 1
Section 3. Activities of the Trust; Employees; Offices 4
Section 4. Compensation; Indemnities 5
Section 5. Term 5
Section 6. Obligation to Supply Information 6
Section 7. The Administrator's Liability, Standard of Care 6
Section 8. Limited Recourse to Trust 6
Section 9. No Recourse 6
Section 10. Reliance on Information Obtained from Third Parties 7
Section 11. Tax Returns 7
Section 12. Notices 7
Section 13. Amendment 8
Section 14. No Joint Venture 8
Section 15. Assignment 8
Section 16. GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 9
Section 17. Trust Tax Characterization 10
Section 18. Limitation of Delaware Trustee Liability 10
Section 19. Section Headings 10
Section 20. Nonpetition Covenant 11
Section 21. Severability 11
Section 22. Administrator to Provide Access to Books and Records 11
Section 23. No Waiver 11
Section 24. Remedies Cumulative 11
Section 25. Third Party Beneficiaries 11
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THIS
ADMINISTRATIVE SERVICES AGREEMENT ("AGREEMENT") dated as of -, is
entered into between WILMINGTON TRUST COMPANY, a Delaware banking corporation,
not in its individual capacity but solely on behalf of certain Hartford Life
Global Funding Trusts, each to be a statutory trust organized under the laws of
the State of Delaware (each a "TRUST"), formed from time to time under the
Program, and AMACAR PACIFIC CORP., as administrator (in such capacity, the
"ADMINISTRATOR").
W I T N E S S E T H
WHEREAS, Wilmington Trust Company, a Delaware banking corporation, as
Delaware trustee and AMACAR Pacific Corp., a Delaware corporation, as trust
beneficial owner, will create certain Hartford Life Global Funding Trusts from
time to time in connection with the issuance of the Notes pursuant to the
Program;
WHEREAS, the Delaware Trustee has requested, on behalf of each Trust,
and each Trust will request, pursuant to the applicable Trust Agreement of such
Trust, that the Administrator perform various services for such Trust; and
WHEREAS, each Trust will desire, as stated in the applicable Trust
Agreement of such Trust, to avail itself of the experience and assistance of the
Administrator and to have the Administrator perform various financial,
statistical, accounting and other services for such Trust, and each Trust will
request that the Administrator provide assistance to such Trust and perform
various administrative services for such Trust and the Administrator is willing
to furnish such services on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
NOW THEREFORE, the parties hereto, intending to be legally bound and
in consideration of the premises and the mutual covenants herein contained,
agree as follows:
Section 1. DEFINITIONS.
With respect to each Trust, all capitalized terms used herein and not
otherwise defined will have the meanings set forth in the relevant Indenture,
dated as of the Issuance Date (as defined in the relevant Omnibus Agreement of
such Trust) by and between such Trust and JPMorgan Chase Bank, N.A., as
indenture trustee (the "INDENTURE").
Section 2. ADMINISTRATIVE SERVICES; CONSULTATIONS WITH THE TRUST.
Each Trust hereby authorizes and empowers the Administrator, as its
agent, to perform, and the Administrator hereby agrees to perform, the following
services:
(a) Subject to the timely receipt of all necessary information,
requests, notices or directions, as the case may be, providing, or causing to be
provided, all clerical, and bookkeeping services necessary and appropriate for
the Trust, including, without limitation, the following services as well as
those other services specified in the following subsections:
(1) maintenance of all books and records of the Trust
relating to the fees, costs and expenses of the Trust,
which books and records shall be maintained separately
from those of the Administrator and any other trust
established under the Program;
(2) maintenance of records of cash payments and disbursements
(excluding principal and interest on the Funding
Agreement) of the Trust in accordance with generally
accepted accounting principles, as determined in
consultation with the accountants for the Trust, and
preparation for audit of such periodic financial
statements as may be necessary or appropriate;
(3) upon request, preparation for execution by the Trust,
through a Responsible Officer, of amendments to and
waivers under the Issuance Documents related to such
Trust and any other documents or instruments deliverable
by the Trust thereunder or in connection therewith
(collectively, the "OPERATIVE DOCUMENTS");
(4) holding, maintaining, and preserving executed copies of
the Operative Documents, which shall be maintained
separately from those of the Administrator and any other
trust established under the Program;
(5) upon receipt of notice, taking such action as may be
reasonably necessary to enforce the performance by the
parties other than the Trust to the Operative Documents,
and enforce the obligations of those parties to the Trust
under such agreements;
(6) upon request, preparing for a signature by a Responsible
Officer such notices, consents, instructions and other
communications that the Trust may from time to time be
required or permitted to give under the Operative
Documents;
(7) execute, on behalf of the Trust, subject to proper
direction and based upon the advice of counsel, the
Distribution Agreement presented to it in its final form,
or (i) any amendment or other modification of such
agreement or (ii) any notices, consents, instructions,
waivers or other instruments pertaining to or ancillary
to such agreements;
(8) execute, on behalf of the Trust, subject to proper
direction and based upon the advice of counsel, the
License Agreement presented to it in its final form,
subject to proper direction, or any
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amendment, modification, notices, consents, waivers or
other instruments pertaining to or ancillary to such
agreement;
(9) obtaining services of outside counsel, accountants and/or
other service providers on behalf of the Trust;
(10) preparing for a signature by a Responsible Officer any
Trust Order for payment of any amounts due and owing by
the Trust under the Operative Documents; PROVIDED THAT
the foregoing shall not obligate the Administrator to
advance any of its own monies for such purpose, it being
understood that such amounts shall be payable only to the
extent assets of the Trust are available therefor and at
such times and in such amounts as shall be permitted by
the Operative Documents;
(11) preparing for a signature by a Responsible Officer any
Trust Order for payment of any amounts due and owing by
the Trust to the Indenture Trustee, the Paying Agent, the
Registrar and other agents on request for all expenses,
disbursements and advances to the extent not paid
pursuant to the Expense and Indemnity Agreements;
PROVIDED THAT the foregoing shall not obligate the
Administrator to advance any of its own monies for such
purpose, it being understood that such amounts shall be
payable only to the extent assets of the Trust are
available therefor and at such times and in such amounts
as shall be permitted by the Issuance Documents; and
(12) taking such other actions as may be incidental or
reasonably necessary (i) to the accomplishment of the
actions of the Administrator authorized in this
subsection (a) or (ii) upon receipt of notice from a
Responsible Officer directing specifically the
Administrator to do so, to the accomplishment of the
duties and responsibilities, and compliance with the
obligations, of the Trust under the Operative Documents
to the extent not otherwise performed by the Indenture
Trustee, Delaware Trustee, Paying Agent, Transfer Agent
or Registrar, PROVIDED, THAT no such duties or
responsibilities shall materially enlarge the duties and
responsibilities of the Administrator which are set forth
specifically in this
Administrative Services Agreement.
(b) Upon the issuance of the Notes of a Trust, directing the
Indenture Trustee (to the extent permitted in the Indenture) to pay the costs
and expenses of such Trust relating to such Notes to the extent not paid
pursuant to the Expense and Indemnity Agreements.
(c) Subject to the timely receipt of all necessary information or
notices from the Delaware Trustee, and based upon the advice of counsel, on
behalf of each Trust, (i) filing with the Commission and executing, in each case
solely on behalf of the Trust and not in the
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Administrator's individual capacity, such documents, forms or filings as may be
required by the Securities Act, the Securities Exchange Act, the Trust Indenture
Act, or other securities laws in each case relating to the Notes; (ii) the
preparation and filing of any documents or forms required to be filed by any
rules or regulations of any securities exchange, including without limitation,
the
New York Stock Exchange, or market quotation dealer system or the National
Association of Securities Dealers, Inc. in connection with the listing of the
Notes thereon; (iii) filing and executing solely on behalf of each Trust and not
in the Administrator's individual capacity, such filings, applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as may be necessary or desirable to
register, or establish the exemption from registration of, the Notes under the
securities or "Blue Sky" laws of any relevant jurisdictions; and (iv) executing
and delivering, solely on behalf of each Trust and not in the Administrator's
individual capacity, letters or documents to, or instruments for filing with, a
depositary relating to the Notes; and
(d) Undertaking such other administrative services as may be
required under the circumstances or reasonably requested by the Delaware
Trustee, including (i) causing the preparation by a Trust of any prospectus,
prospectus supplement, pricing supplement, registration statement, amendments,
including any exhibits and schedules thereto, any reports or other filings or
documents, including certifications, or supplements thereto or (ii) securing and
maintaining the listing of the Notes on any securities exchange or complying
with the securities or "Blue Sky" laws of any relevant jurisdictions, in
connection with the performance by a Trust of its obligations under the
Operative Documents or any other document executed thereunder or in connection
therewith.
(e) In connection with the establishment of each Trust, the
Administrator shall purchase from such Trust the Trust Beneficial Interest in
such Trust in accordance with the relevant Trust Agreement and the Administrator
shall be the sole Trust Beneficial Owner in accordance with the relevant Trust
Agreement.
Any of the above services (other than those described in SECTIONS 2(c)
and 2(d)) may, if the Administrator or the relevant Trust deems it necessary or
desirable, be subcontracted by the Administrator; PROVIDED THAT notice is given
to the relevant Trust of such subcontract and, notwithstanding such subcontract,
the Administrator shall remain responsible for performance of the services set
forth above unless such services are subcontracted to accountants or legal
counsel selected with due care by the Administrator and reasonably satisfactory
to the relevant Trust and in which case the Administrator shall not remain
responsible for the performance of such services and the Administrator shall
not, in any event, be responsible for the costs, fees or expenses in connection
therewith.
Section 3. ACTIVITIES OF THE TRUST; EMPLOYEES; OFFICES.
The Administrator agrees to carry out and perform the administrative
activities (as set forth in SECTION 2 hereof) of each Trust in the name and on
behalf of each such Trust as its agent.
All services to be furnished by the Administrator under this
Administrative Services Agreement may be furnished by an officer or employee of
the Administrator, an officer
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or employee of any affiliate of the Administrator, or any other person or agent
designated or retained by it; PROVIDED THAT the Administrator shall remain
ultimately responsible for the provision of such services by an officer or
employee of the Administrator or any of its affiliates or any other person or
agent designated or retained by it, unless selected with due care and reasonably
satisfactory to the relevant Trust in accordance with the last paragraph of
SECTION 2. No director, officer or employee of the Administrator or any
affiliate of the Administrator shall receive from any Trust a salary or other
compensation.
The Administrator agrees to provide its own office space, together
with appropriate materials and any necessary support personnel, for the day to
day activities (as set forth in SECTION 2 hereof) of each Trust to be carried
out and performed by the Administrator, all for the compensation provided in
SECTION 4 hereof. All services to be furnished by the Administrator under this
Administrative Services Agreement shall be performed only from the
Administrator's office in North Carolina.
Section 4. COMPENSATION; INDEMNITIES.
The Administrator will be entitled to payment of fees, reimbursement
for, and indemnification with respect to, costs and expenses for services
rendered hereunder to the extent provided in the applicable Expense and
Indemnity Agreement with Hartford Life and the Administrator will not be
entitled to seek any payment from any Trust with respect to its services
hereunder.
Section 5. TERM.
The Administrator may terminate this
Administrative Services Agreement
upon at least 30 days' written notice to each Trust and Hartford Life and any
Trust may terminate this
Administrative Services Agreement, only with regard to
itself, upon at least 30 days' notice to the Administrator (copies of any notice
of termination shall also be sent to the Indenture Trustee). Such termination
will not become effective until (i) the relevant Trust, as directed by Hartford
Life, appoints a successor Administrator, (ii) the successor Administrator
accepts such appointment, (iii) the Administrator or Hartford Life gives notice
to the relevant Trust of the identity and necessary notice information of the
successor Administrator, and (iv) the Administrator has obtained the prior
written confirmation of any Rating Agency that such action will not result in a
reduction or withdrawal of its then current ratings, if any, of the Program
and/or the Notes of such Trust, as applicable. Upon such notice, (x) the
Administrator, in its capacity as Trust Beneficial Owner, shall arrange for the
transfer of each Trust Beneficial Interest purchased by it in accordance with
the Trust Agreement to the successor Administrator (or to such other Person as
specified by the relevant Trust) with such transfer(s) to become effective upon
the satisfaction of the conditions set forth in clause (i), (ii), (iii) and (iv)
of the immediately preceding sentence and (y) the Administrator shall be paid
all accrued and unpaid amounts owed to the Administrator under its Expense and
Indemnity Agreement with Hartford Life.
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Section 6. OBLIGATION TO SUPPLY INFORMATION.
A Trust shall forward to the Administrator such information (which is
in the possession of such Trust or the Delaware Trustee) in connection with the
Issuance Documents and this
Administrative Services Agreement as the
Administrator may from time to time reasonably request in connection with the
performance of its obligations hereunder. The Administrator will (i) hold and
safely maintain all records, files, Issuance Documents and other material of
each Trust and (ii) permit any Trust (only with respect to the relevant
documents relating to such Trust), the Delaware Trustee, and each of their
respective officers, directors, agents and consultants, on reasonable notice at
any time and from time to time during normal business hours, to inspect, audit,
check and make abstracts from the accounts, records, correspondence, documents
and other materials of a Trust or relating to the provision of services and
facilities under this
Administrative Services Agreement.
Section 7. THE ADMINISTRATOR'S LIABILITY, STANDARD OF CARE.
The Administrator assumes no liability for anything other than the
services rendered by it pursuant to SECTIONS 2, 3 AND 11 hereof and neither the
Administrator nor any of its directors, officers, employees or affiliates shall
be responsible for any action, failure to act or omission of any Trust, the
Delaware Trustee or the officers or employees thereof taken outside the scope of
SECTIONS 2, 3 AND 11 hereof and without direction from the Administrator.
Without limiting the generality of the foregoing, it is agreed that the
Administrator assumes no liability with respect to any Trust's obligations under
the Operative Documents.
The Administrator shall not perform, endeavor to perform or agree to
perform any act on behalf of a Trust not specifically required or permitted
under the Operative Documents.
The Administrator shall perform its duties hereunder diligently, in
conformity with each Trust's respective obligations under the relevant Operative
Documents and applicable laws and regulations and in accordance with the same
standard of care exercised by a prudent person in connection with the
performance of the same or similar duties and, in no event with less care than
the Administrator exercises or would exercise in connection with the same or
similar obligations if those obligations were the direct obligations of the
Administrator.
Section 8. LIMITED RECOURSE TO TRUST.
Notwithstanding any provision to the contrary contained herein, all
obligations of each Trust hereunder shall be payable by such Trust only on a
payment date of the Notes and only to the extent of funds available therefor
under the Indenture and, to the extent such funds are not available or are
insufficient for the payment thereof, shall not constitute a claim against such
Trust to the extent of such unavailability or insufficiency until such time as
the Collateral held in such Trust has produced proceeds sufficient to pay such
prior deficiency. This SECTION 8 shall survive the termination of this
Administrative Services Agreement.
Section 9. NO RECOURSE.
The obligations of each Trust hereunder are solely the obligations of
such Trust and no recourse shall be had with respect to this Administrative
Services Agreement or any of
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the obligations of such Trust hereunder or for the payment of any fee or other
amount payable hereunder or for any claim based on, arising out of or relating
to any provision of this Administrative Services Agreement against any trustee,
employee, settlor, affiliate, agent or servant of such Trust or any other Trust
formed under the Program. This SECTION 9 shall survive the termination of this
Administrative Services Agreement.
Section 10. RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES.
Each Trust recognizes that the accuracy and completeness of the
records maintained and the information supplied by the Administrator hereunder
is dependent upon the accuracy and completeness of the information obtained by
the Administrator from the parties to the Issuance Documents and other sources
and agrees that the Administrator shall not be responsible for any inaccurate or
incomplete information so obtained or for any inaccurate or incomplete records
maintained by the Administrator hereunder that may result therefrom. The
Administrator shall have no duty to investigate the accuracy or completeness of
any information provided to it and shall be entitled to fully rely on all such
information provided to it.
Section 11. TAX RETURNS.
The Administrator shall, or shall cause accountants retained by it, to
prepare and file, consistent with the tax treatment of each Trust described in
SECTION 17, all United States federal, state and local income tax and
information returns and reports required to be filed with respect to each Trust
and such Trust's Notes under any applicable federal, state or local tax statute
or any rule or regulation under any of them. The Administrator shall keep copies
of or cause copies to be kept of any such tax information returns and reports
prepared and filed and shall provide a copy of each such return and report to
the Delaware Trustee.
Section 12. NOTICES.
All notices, demands, instructions and other communications required
or permitted to be given to or made upon either party hereto shall be in writing
(including by facsimile transmission) and shall be personally delivered or sent
by guaranteed overnight delivery, by facsimile transmission (to be followed by
personal or guaranteed overnight delivery) or by other mutually acceptable
electronic transmission, and shall be deemed to be given for purposes of this
Administrative Services Agreement on the day that such writing is received by
the intended recipient thereof in accordance with the provisions of this SECTION
12. Unless otherwise specified in a notice sent or delivered in accordance with
the foregoing provisions of this Section, notices, demands, instructions and
other communications in writing shall be given to or made upon the respective
parties thereto at their respective addresses (or their respective telecopy
numbers) indicated below:
Any Trust:
Hartford Life Global Funding Trust
(followed by the applicable number of such Trust)
c/o Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Administration
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
The Administrator:
AMACAR Pacific Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇▇▇ Helpern Syracuse & Hirschtritt LLP
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Section 13. AMENDMENT.
No waiver, alteration, modification, amendment or supplement of the
terms of this Administrative Services Agreement shall be effective unless (i)
accomplished by written instrument signed by the Administrator and the relevant
Trust(s) effected by such amendment, (ii) at any time after the issuance of any
Trust Securities of any Trust and for so long as any Trust Securities of any
Trust remain outstanding, each Rating Agency has confirmed in writing that such
action will not result in reduction or withdrawal of its then current ratings,
if any, of the Program and/or the Notes of any Trust then outstanding, as
applicable and (iii) if such waiver, alteration, modification, amendment or
supplement affects the rights or duties of the Delaware Trustee hereunder, the
Delaware Trustee has given its consent to such waiver, alteration, modification,
amendment or supplement. Each relevant Trust shall provide each Rating Agency
with a copy of each such waiver, alteration, modification, amendment or
supplement. Notwithstanding anything in this SECTION 13 to the contrary, no
waiver, alteration, modification, amendment or supplement to the terms of this
Administrative Services Agreement shall be effective without the prior written
consent of Hartford Life.
Section 14. NO JOINT VENTURE.
Nothing contained in this Administrative Services Agreement shall
constitute any Trust (including any combination of Trusts) and the Administrator
as members of any partnership, joint venture, association, syndicate or
unincorporated business.
Section 15. ASSIGNMENT.
Except as set forth in this SECTION 15, and subject to the rights of
the Administrator to subcontract pursuant to SECTION 2 hereof, this
Administrative Services Agreement may not be assigned by the Administrator or
any Trust without (i) the prior written
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consent of the Administrator (in the case of assignment by a Trust) or each
Trust (in the case of assignment by the Administrator) and (ii) the prior
written confirmation of each Rating Agency that such action will not result in a
reduction or withdrawal of its then current ratings, if any, of the Program
and/or the Notes of any Trust, as applicable. Subject to the foregoing, this
Administrative Services Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Any party's
transfer or assignment in violation of this SECTION 15 shall be void as to the
other parties.
Section 16. GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL.
PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATION LAWS OF THE STATE
OF
NEW YORK, THIS ADMINISTRATIVE SERVICES AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. EACH PARTY
HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY
NEW YORK STATE
COURT SITTING IN
NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS ADMINISTRATIVE SERVICES AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT,
ACTION OR PROCEEDING WITH RESPECT TO THIS ADMINISTRATIVE SERVICES AGREEMENT, OR
ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS
RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS ADMINISTRATIVE
SERVICES AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN
NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY
PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY OTHER JURISDICTION.
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS ADMINISTRATIVE SERVICES AGREEMENT OR ANY TRANSACTION.
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Section 17. TRUST TAX CHARACTERIZATION.
The Administrator agrees, for United States federal, state and local
income and franchise tax purposes, to (i) disregard each Trust, and (ii) treat
the Notes and the Trust Beneficial Interest of each Trust as debt of Hartford
Life. The Administrator covenants that it shall take no action inconsistent with
such treatment (including under Treasury Regulations Sections 301.7701-2 or
301.7701-3, the "check-the-box" regulations). To the extent that it is
ultimately determined that a Trust cannot be disregarded for United States
federal, state or local income or franchise tax purposes, the Administrator
agrees to treat (i) such Trust as a "grantor trust" under Subpart E of Part I of
Subchapter J of the Code (or the state or local equivalent), owned by the
Holders of beneficial interests in the Notes of such Trust and the Trust
Beneficial Owner of such Trust and (ii) the Funding Agreement owned by such
Trust as debt of Hartford Life. The Administrator will not take any action that
it knows could cause any Trust not to be disregarded or treated as a grantor
trust (assuming such Trust were not disregarded) for United States federal,
state or local income or franchise tax purposes.
Section 18. LIMITATION OF DELAWARE TRUSTEE LIABILITY.
Notwithstanding any provision hereof to the contrary, it is expressly
understood and agreed by the parties that (a) this Administrative Services
Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as Delaware Trustee, in the exercise of
the powers and authority conferred and vested in it, pursuant to the relevant
Trust Agreement of each Trust, (b) each of the representations, undertakings and
agreements herein made on the part of each Trust are made and intended not as
personal representations, undertakings and agreements by the Delaware Trustee
but are made and intended for the purpose of binding only each Trust, (c)
nothing herein contained shall be construed as creating any liability on the
Delaware Trustee, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any person claiming by, through or
under the parties hereto, and (d) under no circumstances shall the Delaware
Trustee be personally liable for the payment of any indebtedness or expenses of
any Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by any Trust under this
Administrative Services Agreement or any other related documents.
Section 19. SECTION HEADINGS.
Section headings used in this Administrative Services Agreement are
for convenience only and shall not affect the construction of this
Administrative Services Agreement.
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Section 20. NONPETITION COVENANT.
Notwithstanding any prior termination of this Administrative Services
Agreement, the Administrator as such shall not acquiesce, petition or otherwise,
directly or indirectly, invoke or cause any Trust to invoke the process of any
governmental authority for the purpose of commencing or sustaining a case
against any Trust under any Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of any Trust or any substantial part of
any Trust's property or ordering the winding up or liquidation of the affairs of
any Trust for one year and one day after the last obligation of any such Trust
has been paid.
Section 21. SEVERABILITY.
In case one or more of the provisions contained in this Administrative
Services Agreement shall be or shall be deemed to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. If any provision of this Administrative Services Agreement
shall be or shall be deemed to be illegal, invalid or unenforceable under the
applicable laws and regulations of one jurisdiction, such provision shall not
thereby be rendered illegal, invalid or unenforceable in any other jurisdiction.
Section 22. ADMINISTRATOR TO PROVIDE ACCESS TO BOOKS AND RECORDS.
The Administrator shall provide the Indenture Trustee with access to
the books and records of each Trust, without charge, but only (i) upon the
reasonable request of the Indenture Trustee (for which purpose one Business Day
shall be deemed reasonable during the occurrence and continuation of a Default
or an Event of Default), (ii) during normal business hours, (iii) subject to the
Administrator's normal security and confidentiality procedures and (iv) at
offices designated by the Administrator.
Section 23. NO WAIVER.
No failure on the part of the parties hereto to exercise, and no delay
in exercising, and no course of dealing with respect to, any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof or the exercise of any other right, power or privilege
operate as such a waiver.
Section 24. REMEDIES CUMULATIVE.
No right, power or remedy of the parties hereunder shall be exclusive
of any other right, power or remedy, but shall be cumulative and in addition to
any other right, power or remedy thereunder or now or hereafter existing by law
or in equity.
Section 25. THIRD PARTY BENEFICIARIES.
The parties hereto acknowledge that the Delaware Trustee shall be an
express third party beneficiary of this Administrative Services Agreement with
respect only to obligations directly owing to it by a Trust, or the
Administrator, entitled in its own name and on
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its own behalf to enforce the provisions hereof against such Trust and the
Administrator, severally but not jointly, with respect to obligations owed to
the Delaware Trustee by either such Trust or the Administrator; PROVIDED,
HOWEVER, that such right shall be valid only for so long as the Delaware Trustee
has any outstanding obligations or potential obligations under the relevant
Trust Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Delaware
Trustee of one or more Hartford Life
Global Funding Trusts
By:
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Name:
Title:
AMACAR PACIFIC CORP., in its individual
capacity
By:
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Name:
Title:
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