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EXHIBIT 99.4
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ADMINISTRATION AGREEMENT
AMONG
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
ISSUER
AND
GENERAL MOTORS ACCEPTANCE CORPORATION
ADMINISTRATOR
AND
THE BANK OF NEW YORK
INDENTURE TRUSTEE
DATED AS OF JUNE 29, 2000
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THIS ADMINISTRATION AGREEMENT is made as of June 29, 2000,
among Superior Wholesale Inventory Financing Trust VI, a Delaware business trust
(the "Issuer"), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation,
as administrator (the "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").
WITNESSETH:
WHEREAS, the Issuer is issuing the Floating Rate Asset Backed
Term Notes, Series 2000-A, on the date hereof and may in the future issue
additional Notes, in each case pursuant to the Indenture between the Issuer and
the Indenture Trustee;
WHEREAS, the Issuer is issuing on the date hereof the Floating
Rate Asset Backed Certificates, Class 2000-A, and may in the future issue
additional Certificates, in each case pursuant to the Trust Agreement;
WHEREAS, the Issuer has entered into (or assumed) certain
agreements in connection with the issuance of the Notes and the Certificates,
including (i) the Trust Sale and Servicing Agreement, (ii) the Depository
Agreements and (iii) the Indenture;
WHEREAS, pursuant to the Basic Documents, the Issuer and Chase
Manhattan Bank USA, N.A., as Owner Trustee, are required to perform certain
duties in connection with (i) the Notes, (ii) the Collateral and (iii) the
Certificates;
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 Basic 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 premises and the
mutual covenants herein contained, the parties agree as follows:
1. Certain Definitions. Certain capitalized terms used in this
Agreement are defined in and shall have the respective meanings assigned to them
in Part I of Appendix A to the Trust Sale and Servicing Agreement dated as of
June 29, 2000 among the Issuer, the Seller and General Motors Acceptance
Corporation, as Servicer (the "Trust Sale and Servicing Agreement"). All
references herein to "the Agreement" or "this Agreement" are to this
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Administration Agreement, as it may be amended, supplemented or modified from
time to time, and all references herein to Sections are to Sections of this
Agreement unless otherwise specified. The rules of construction set forth in
Part II of such Appendix A shall be applicable to this Agreement.
2. Duties of the Administrator.
(a) Duties with Respect to the Depository Agreement and the
Indenture.
(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Indenture and the
Depository Agreement. In addition, the Administrator shall consult with
the Owner Trustee regarding the duties of the Issuer under the
Indenture and the Depository Agreement. The Administrator shall monitor
the performance of the Issuer and shall advise the Owner Trustee when
action is necessary to comply with the Issuer's duties under the
Indenture and the Depository Agreement. The 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, notices and opinions as it shall be the duty
of the Issuer to prepare, file or deliver pursuant to the Indenture and
the Depository Agreement. In furtherance of the foregoing, the
Administrator shall take all appropriate action that it is the duty of
the Issuer to take pursuant to the Indenture including, without
limitation, such of the foregoing as are required with respect to the
following matters under the Indenture (references are to sections of
the Indenture):
(A) the preparation of (or obtaining of) the
documents and instruments required for issuance of the Notes
(if not prepared or obtained by the Issuer), including the
Officer's Issuance Certificate and Opinion of Counsel to be
delivered in connection with the issuance of each series of
Notes, the coordination with the holders of the Revolving
Notes of all borrowings under the Revolving Notes and all
matters relating to such borrowings, and the preparation of
(or obtaining of) the documents and instruments required for
authentication of the Notes and delivery of the same to the
Authentication Agent (Sections 2.1 and 2.2);
(B) the duty to cause the Note Register to be kept
and to give the Indenture Trustee notice of any appointment of
a new Note Registrar and the location, or change in location,
of the Note Register (Section 2.4);
(C) the notification of the Noteholders of each
series of the final principal payment on their Notes (Section
2.7(c));
(D) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of Collateral (Section 2.9);
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(E) the preparation of Definitive Term Notes and
arranging the delivery thereof (Section 2.12);
(F) the maintenance of an office in the place or
places specified in the related Officer's Issuance Certificate
for registration of transfer or exchange of Notes (Section
3.2);
(G) the duty to cause newly appointed Paying Agents,
if any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust
(Section 3.3);
(H) the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture
Trustee (Section 3.3);
(I) the obtaining and preservation of the Issuer's
qualification to do business in each 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 3.4);
(J) the preparation of all supplements, amendments,
financing statements, continuation statements, assignments,
certificates, instruments of further assurance and other
instruments, in accordance with Section 3.5 (a) of the
Indenture, necessary to protect the Trust Estate (Section
3.5(a));
(K) the delivery of the Opinion of Counsel on the
Initial Closing Date, in accordance with Section 3.6 of the
Indenture, as to the Trust Estate, and the annual delivery of
the Officers' Certificate, in accordance with Section 3.9 of
the Indenture, as to compliance with the Indenture (Sections
3.6 and 3.9);
(L) the identification to the Indenture Trustee in an
Officers' Certificate of a Person with whom the Issuer has
contracted to perform its duties under the Indenture (Section
3.7(b));
(M) the notification of the Indenture Trustee, and
the Rating Agencies of a Servicing Default under the Trust
Sale and Servicing Agreement and, if such Servicing Default
arises from the failure of the Servicer to perform any of its
duties under the Trust Sale and Servicing Agreement or the
Pooling and Servicing Agreement, the taking of all reasonable
steps available to remedy such failure (Section 3.7(d));
(N) the preparation and obtaining of documents and
instruments
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required for the release of the Issuer from its obligations
under the Indenture (Section 3.11(b));
(O) the delivery of notice to the Indenture Trustee,
and the Rating Agencies of each Event of Default under the
Indenture, each Servicing Default, any Insolvency Event with
respect to the Seller, each default on the part of the Seller
or the Servicer of their respective obligations under the
Trust Sale and Servicing Agreement and each default on the
part of GMAC or the Servicer of their respective obligations
under the Pooling and Servicing Agreement (Section 3.19);
(P) the monitoring of the Issuer's obligations as to
the satisfaction and discharge of the Indenture, the
preparation of an Officers' Certificate, the obtaining of the
Opinion of Counsel and, if necessary, an Independent
Certificate relating thereto (Section 4.1);
(Q) 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 5.4(a));
(R) the preparation of any written instruments
required to confirm more fully the authority of any co-trustee
or separate trustee and any written instruments necessary in
connection with the resignation or removal of any co-trustee
or separate trustee (Sections 6.8 and 6.10);
(S) the furnishing of the Indenture Trustee with the
names and addresses of Noteholders during any period when the
Indenture Trustee is not the Note Registrar (Section 7.1);
(T) the preparation and, after execution by the
Issuer (if applicable), the filing with the Indenture Trustee
and any other party named in an Officer's Issuance Certificate
any applicable reports or documents specified in such
Officer's Issuance Certificate (Section 7.3);
(U) the notification of the Indenture Trustee of the
listing or delisting of the Notes of any series on any stock
exchange, if and when such Notes are so listed or delisted
(Section 7.4(a));
(V) the opening of one or more accounts in the
Issuer's name, the preparation 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 Designated Accounts (Sections 8.2 and 8.3);
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(W) the preparation of an Issuer Request and
Officer's Certificate and the obtaining of an Opinion of
Counsel and Independent Certificates, if necessary, for the
release of the Trust Estate (Sections 8.4 and 8.5);
(X) the preparation of Issuer Orders and the
obtaining of Opinions of Counsel with respect to the execution
of supplemental indentures and the mailing to the Noteholders
of notices with respect to such supplemental indentures
(Sections 9.1, 9.2 and 9.3);
(Y) the preparation and execution of new Notes
conforming to any supplemental indenture (Section 9.5);
(Z) the notification of Noteholders, and the Rating
Agencies of the redemption of any Notes subject to redemption
or the duty to cause the Indenture Trustee to provide such
notification (Sections 10.1 and 10.2);
(AA) the preparation of all Officer's Certificates,
Opinions of Counsel and Independent Certificates, if
necessary, with respect to any requests by the Issuer to the
Indenture Trustee to take any action under the Indenture
(Section 11.1(a));
(BB) the preparation and delivery of Officers'
Certificates and the obtaining of Independent Certificates, if
necessary, for the release of property from the lien of the
Indenture (Section 11.1(b));
(CC) the notification of the Rating Agencies, upon
the failure of the Indenture Trustee to give such
notification, of the information required pursuant to Section
11.4 (Section 11.4);
(DD) the preparation and delivery to Noteholders and
the Indenture Trustee of any agreements with respect to
alternate payment and notice provisions (Section 11.6); and
(EE) the recording of the Indenture, if applicable,
and the obtaining of an Opinion of Counsel as required
pursuant to Section 11.14 (Section 11.14).
(ii) The Administrator will perform those payment and
indemnity obligations of the Servicer under Section 3.02 of the Pooling
and Servicing Agreement and Section 7.1 of the Trust Sale and Servicing
Agreement in the event that the Servicer fails to perform such
obligations.
(b) Additional Duties.
(i) In addition to the duties of the Administrator set forth
above, the
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Administrator shall perform such calculations and shall prepare
for execution by the Issuer or the Owner Trustee or shall cause the
preparation by other appropriate Persons of all such documents,
reports, filings, instruments, certificates, notices and opinions as
it shall be the duty of the Issuer or the Owner Trustee to prepare,
file or deliver pursuant to the Basic Documents, and at the request of
the Owner Trustee shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant to the Basic
Documents. Subject to Section 7 of this Agreement, and in accordance
with the directions of the Owner Trustee, the Administrator shall
administer, perform or supervise the performance of such other
activities in connection with the Collateral (including the Basic
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.
(ii) The Administrator shall perform the duties of the
Administrator specified in Section 6.10 of the Trust Agreement required
to be performed in connection with the resignation or removal of the
Owner Trustee, and any other duties expressly required to be performed
by the Administrator under the Trust Agreement.
(iii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into
transactions with 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 Persons that are not Affiliates of
the Administrator.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable judgment of
the Administrator are non-ministerial, the Administrator shall not take
any action unless, within a reasonable time before the taking of such
action, the Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld consent
or provided an alternative direction. For the purpose of the preceding
sentence, "non- ministerial matters" shall include, without limitation:
(A) the amendment of or any supplement to the
Indenture (other than pursuant to or in connection with an
Officer's Issuance Certificate);
(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;
(C) the amendment, change or modification of any of
the Basic Documents;
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(D) the appointment of successor Note Registrars,
successor Paying Agents and successor Indenture Trustees
pursuant to the Indenture or the appointment of successor
Administrators or successor Servicers, or the consent to the
assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall not,
(x) make any payments to the Noteholders under the Basic Documents, (y)
except as provided in Section 2(a)(i)(Q) hereof, sell the Trust Estate
pursuant to Section 5.4 of the Indenture or (z) take any other action
that the Issuer directs the Administrator not to take on its behalf.
3. Successor Servicer and Administrator. The Issuer shall
undertake, as promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to Section 8.2 of the
Trust Sale and Servicing Agreement, to enforce the
provisions of Sections 8.2, 8.3 and 8.4 of the Trust Sale and Servicing
Agreement with respect to the appointment of a successor Servicer. Such
successor Servicer shall, upon compliance with Sections 10(e)(ii) and (iii),
become the successor Administrator hereunder.
4. Records. The Administrator shall maintain appropriate books
of account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer and the
Seller at any time during normal business hours.
5. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Servicer shall pay the Administrator a monthly fee
in the amount of $1,500.
6. 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.
7. 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 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.
8. No Joint Venture. Nothing contained in this Agreement (a)
shall constitute the Administrator and either of the Issuer or the Owner Trustee
as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (b) shall be
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construed to impose any liability as such on any of them or (c) 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.
9. 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.
10. Term of Agreement; Resignation and Removal of
Administrator.
(a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement shall automatically
terminate.
(b) Subject to Section 10(e), the Administrator may resign its
duties hereunder by providing the Issuer with at least 60 days' prior written
notice.
(c) Subject to Section 10(e), the Issuer may remove the
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Section 10(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 from the Issuer of
such default, shall not cure such default within 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) 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 Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall
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make any general assignment for the benefit of creditors or shall fail
generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified
in clauses (ii) or (iii) of this Section 10(d) 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 Administrator pursuant to
this Section 10 shall be effective until (i) a successor Administrator shall
have been appointed by the Issuer, (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, and (iii) the Rating Agency Condition
has been satisfied with respect to such proposed appointment.
11. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to Section
10(a) or the resignation or removal of the Administrator pursuant to Section
10(b) or (c), respectively, the Administrator shall be entitled to be paid all
fees and reimbursable expenses accruing to it to the effective date of such
termination, resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 10(a) deliver to the Issuer all property and
documents of or relating to the Collateral then in the custody of the
Administrator. In the event of the resignation or removal of
the Administrator pursuant to Section 10(b) or (c), respectively, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.
12. Notices. All demands, notices and communications upon or
to the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee
shall be delivered as specified in Appendix B of the Trust Sale and Servicing
Agreement.
13. Amendments.
(a) This Agreement may be amended from time to time with prior
notice to the Rating Agencies by a written amendment duly executed and delivered
by the Issuer, the Administrator and the Indenture Trustee, with the written
consent of the Owner Trustee, without the consent of the Noteholders, the
Certificateholders, for any of the following purposes:
(i) to add provisions hereof for the benefit of the
Noteholders and Certificateholders or to surrender any right or power
herein conferred upon the Administrator;
(ii) to cure any ambiguity or to correct or supplement any
provision herein which may be inconsistent with any other provision
herein;
(iii) to evidence and provide for the appointment of a
successor Administrator
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hereunder and to add to or change any of the provisions of this
Agreement as shall be necessary to facilitate such succession; and
(iv) to add any provisions to or change in any manner or
eliminate any of the provisions of this Agreement or modify in any
manner the rights of the Noteholders or Certificateholders; provided,
however, that such amendment under this Section 13(a)(iv) shall not,
(x) as evidenced by an Opinion of Counsel, materially and adversely
affect in any material respect the interest of any Noteholder or
Certificateholder.
(b) This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with prior notice to the Rating Agencies
and with the written consent of the Owner Trustee, the Holders of Notes
evidencing at least a majority in the Outstanding Amount of the Notes as of the
close of the immediately preceding Distribution Date, the Holders of
Certificates evidencing at least a majority of the Voting Interests as of the
close of the preceding Distribution Date for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
this Agreement or 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 on the Receivables held by the Trust or payments or distributions
that are required to be made for the benefit of the Noteholders or
Certificateholders (it being understood that the issuance of any Securities and
the specification of the terms and provisions thereof pursuant to an Officer's
Issuance Certificate (in the case of Notes) or a Certificate Issuance Order (in
the case of Certificates) shall not be deemed to have such effect for purposes
hereof), (ii) reduce the percentage of the Holders of Notes and Certificates
which are required to consent to any amendment of this Agreement or (iii) modify
or alter any provision of this Section 13, except to provide that certain
additional provisions of this Agreement and the Basic Documents cannot be
modified or waived without the consent of each Noteholder and Certificateholder
affected thereby, without, in any such case, the consent of the Holders of all
the outstanding Notes and Certificates.
(c) Notwithstanding Sections 13(a) and (b), the Administrator
may not amend this Agreement without the permission of the Seller, which
permission shall not be unreasonably withheld.
14. 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 for each then outstanding series of Notes in respect
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator, provided that
such successor organization executes and delivers to
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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 such 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.
15. 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.
16. Headings. The section headings hereof have been inserted
for convenience of reference only and shall not define or limit any of the terms
or provisions hereof.
17. Separate Counterparts, This Agreement may be executed by
the parties 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.
18. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
19. Not Applicable to General Motors Acceptance Corporation in
Other Capacities. Nothing in this Agreement shall affect any obligation General
Motors Acceptance Corporation may have in any other capacity.
20. Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding anything contained herein to the contrary,
this instrument has been executed by Chase Manhattan Bank USA, N.A., not in its
individual capacity but solely as Owner Trustee and in no event shall Chase
Manhattan Bank USA, N.A. 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. 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 Article VI of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been executed by The Bank of New York, not in its individual
capacity but solely in its
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capacity as Indenture Trustee and in no event shall The Bank of New York 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.
21. 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.
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IN WITNESS WHEREOF, the parties have caused this
Administration Agreement to be duly executed by their respective officers as of
the day and year first above written.
Superior Wholesale Inventory Financing Trust VI
By: Chase Manhattan Bank USA, N.A., not in its
individual capacity, but solely as Owner Trustee on
behalf of the Issuer
By:
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Name:
Title:
THE BANK OF NEW YORK, as Indenture Trustee
By: The Bank of New York, not in its individual
capacity, but solely as Indenture Trustee
By:
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Name:
Title:
GENERAL MOTORS ACCEPTANCE CORPORATION,
as Administrator
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Director-Securitization and Cash Management