[Exhibit 4.4]
================================================================================
[FORM OF ADMINISTRATION AGREEMENT]
among
MITSUI VENDOR LEASING ASSET TRUST 1998-1
Issuer
MITSUI VENDOR LEASING (U.S.A.) INC.
Administrator
MITSUI VENDOR LEASING FUNDING CORP. II
Trust Depositor
and
---------------------------------------
Indenture Trustee
Dated as of August 1, 1998
================================================================================
TABLE OF CONTENTS
Page
----
SECTION 1. Duties Of The Administrator.....................................4
SECTION 2. Records........................................................10
SECTION 3. Compensation...................................................10
SECTION 4. Additional Information To Be Furnished To The Issuer...........10
SECTION 5. Independence Of The Administrator..............................10
SECTION 6. No Joint Venture...............................................10
SECTION 7. Other Activities Of Administrator..............................10
SECTION 8. Term Of Agreement; Resignation And Removal Of Administrator....10
SECTION 9. Action Upon Termination, Resignation Or Removal................11
SECTION 10 Notices........................................................11
SECTION 11 Amendments.....................................................12
SECTION 12 Successors And Assigns.........................................13
SECTION 13 Governing Law..................................................13
SECTION 14 Headings.......................................................13
SECTION 15 Counterparts...................................................13
SECTION 16 Severability...................................................13
SECTION 17 Not Applicable To Mitsui In Other Capacities...................13
SECTION 18 Limitation Of Liability Of Owner Trustee And Indenture
Trustee ......................................................13
SECTION 19 Third-Party Beneficiary........................................14
SECTION 20 Survivability..................................................14
This Administration Agreement, dated as of August 1, 1998, is among
Mitsui Vendor Leasing Asset Trust 1998-1 (the "Issuer"), Mitsui Vendor Leasing
(U.S.A.) Inc. ( together with its successors and assigns "Mitsui") in its
capacity as administrator (the "Administrator"), Mitsui Vendor Leasing Funding
Corp. II (together with its successors and assigns, the "Trust Depositor") and
____________________, in its capacity as Indenture Trustee (together with its
successors and assigns, the "Indenture Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer is issuing [____]% Class A-1 Receivable-Backed
Notes, [____]% Class A-2 Receivable-Backed Notes, [____]% Class A-3
Receivable-Backed Notes, [____]% Class B Receivable-Backed Notes and [____]%
Class C Receivable-Backed Notes (collectively, the "Notes") pursuant to the
Indenture, dated as of the date hereof (the "Indenture"), between the Issuer and
the Indenture Trustee (capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Sale and Servicing
Agreement or, if not defined in the Sale and Servicing Agreement, in the
Indenture);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes, including (i) a Sale and Servicing Agreement,
dated as of the date hereof (the "Sale and Servicing Agreement"), among the
Issuer, the Trust Depositor, the Seller, the Servicer, the Indenture Trustee and
the Back-up Servicer, (ii) the Indenture and (iii) the other Basic Documents;
WHEREAS, pursuant to the Basic Documents, the Issuer and the Owner
Trustee are required to perform certain duties in connection with the Notes and
the Collateral therefor pledged pursuant to the Indenture;
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 mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Duties Of The Administrator.
---------------------------
(a) Duties with respect to the Indenture.
------------------------------------
(i) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer and the Owner Trustee under
the Basic Documents. In addition, the Administrator shall consult with
the Owner Trustee regarding the duties of the Issuer or the Owner
Trustee under the Indenture. The Administrator shall monitor the
performance of the Issuer and shall advise the Owner Trustee when
action is necessary to comply with the respective duties of the Issuer
and the Owner Trustee under the Indenture. 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 and opinions that it shall be the duty of
the Issuer or the Owner Trustee to prepare, file or deliver pursuant
to the Indenture. In furtherance of the foregoing, the Administrator
shall take all appropriate action that the Issuer or the Owner Trustee
is required to take pursuant to the Indenture including, without
limitation, such of the foregoing as are required with respect to the
following matters under the Indenture (references are to Sections of
the Indenture):
(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 2.07(b));
(C) the preparation of or obtaining of the documents and
instruments required for execution and authentication of the Notes and delivery
of the same to the Indenture Trustee (Section 2.02);
(D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release of
Collateral (Section 2.12);
(E) the appointment of the Indenture Trustee as its agent
therefor, 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 monies 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
Collateral (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 Collateral other than as prepared by
the Servicer (Section 3.05);
(J) the delivery of certain statements as to compliance with the
Indenture (Sections 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 notification of the Indenture Trustee and each Rating
Agency of a Servicer Termination Event under the Sale and Servicing Agreement;
(M) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations under the Indenture
(Section 3.10(b));
(N) 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);
(O) the compliance with any written directive of the Indenture
Trustee with respect to the sale of the Collateral in a commercially reasonable
manner if an Event of Default shall have occurred and be continuing (Section
5.04);
(P) 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);
(Q) the preparation of any written instruments required to
confirm more fully the authority of any co-trustee or separate trustee and any
written instruments necessary in connection with the resignation or removal of
the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and
6.10);
(R) the furnishing of the Indenture Trustee with the names and
addresses of Noteholders during any period when the Indenture Trustee is not the
Note Registrar (Section 7.01);
(S) the opening of one or more accounts in the Indenture
Trustee'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);
(T) 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 Collateral (Sections 8.04 and
8.05);
(U) 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 9.01, 9.02 and 9.03);
(V) the execution and delivery of new Notes conforming to any
supplemental indenture (Section 9.06);
(W) the duty to notify Noteholders of redemption of the Notes or
to cause the Indenture Trustee to provide such notification (Section 10.02);
(X) 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));
(Y) 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));
(Z) the notification of the Rating Agencies, upon the failure of
the Issuer, the Owner Trustee or the Indenture Trustee to provide notification;
(AA) the preparation and delivery to Noteholders and the
Indenture Trustee of any agreements with respect to alternate payment and notice
provisions (Section 11.06); and
(BB) the recording of the Indenture, if applicable (Section
11.14).
(ii) The Administrator will:
(A) except as otherwise expressly provided in the Indenture or
the Sale and Servicing Agreement, pay the Indenture Trustee's fees and reimburse
the Indenture Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Indenture Trustee in
accordance with any provision of the Indenture (including the reasonable
compensation, expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its negligence
or bad faith;
(B) indemnify the Indenture Trustee and its agents for, and hold
them harmless against, any loss, 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,
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; and
(C) indemnify the Owner Trustee and its agents for, and hold them
harmless against, any loss, liability or expense incurred without 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 (and including without
limitation, an indemnity as described above with respect to the Trust
Depositor's obligations in favor of the Owner Trustee under Section 8.02 of the
Trust Agreement).
(b) Additional Duties.
-----------------
(i) In addition to the duties set forth in Section 1(a)(i), the
Administrator shall perform such calculations and shall prepare or shall cause
the preparation by other appropriate persons of, and shall execute on behalf of
the Issuer or the Owner Trustee, all such documents, reports, filings,
instruments, certificates and opinions that the Issuer or the Owner Trustee are
required to prepare, file or deliver pursuant to the Basic Documents or Sections
7.01, 7.02 and 7.03 of the Indenture, and at the request of the Owner Trustee
shall take all appropriate action that the Issuer or the Owner Trustee are
required to take pursuant to the Basic Documents. In furtherance thereof, the
Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver
to the Administrator and to each successor Administrator appointed pursuant to
the terms hereof, one or more powers of attorney substantially in the form of
Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner
Trustee and the Issuer for the purpose of executing on behalf of the Owner
Trustee and the Issuer all such documents, reports, filings, instruments,
certificates and opinions. Subject to Section 5 hereof, and in accordance with
the directions of the Issuer, 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 Issuer and are
reasonably within the capability of the Administrator.
(ii) [Notwithstanding anything in this Agreement or the Basic Documents
to the contrary, the Administrator shall be responsible for promptly notifying
the Owner Trustee in the event that any withholding tax is imposed on the
Issuer's payments (or allocations of income) to 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
pursuant to such provision.]
(iii) Notwithstanding anything in this Agreement or the Basic Documents
to the contrary, the 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 Owner Trustee shall retain responsibility for the distribution
of information forms necessary to enable each Owner to prepare its federal and
state income tax returns.
(iv) The Administrator shall satisfy its obligations with respect to
clauses (ii) and (iii) above by retaining, at the expense of the Issuer payable
by the Administrator, a firm of independent public accountants (the
"Accountants") acceptable to the Owner Trustee, which shall perform the
obligations of the Administrator thereunder.
(v) The Administrator shall perform the duties of the Administrator
specified in Section 10.02 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.
(vi) In carrying out the foregoing duties or any of its other obligations
under this Agreement, the Administrator may enter into transactions or otherwise
deal with any of its Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any directions received
from the Issuer and shall be, in the Administrator's opinion, no less favorable
to the Issuer than would be available from unaffiliated parties.
(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;
(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 Contracts);
(C) the amendment, change or modification of any other Basic
Documents;
(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 a successor Servicer, 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,
(A) make any payments to the Noteholders under the Basic
Documents,
(B) sell the Collateral pursuant to clause (iv) of Section
5.04 of the Indenture,
(C) take any other action that the Issuer directs the
Administrator not to take on its behalf or
(D) take any other action which may be construed as having
the effect of varying the investment of the Holders.
SECTION 2. 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 Owner Trustee at any time during normal business hours.
SECTION 3. Compensation. As compensation for the performance of
------------
the Administrator's obligations under this Agreement and as reimbursement for
its expenses related thereto, the Administrator shall be entitled to a monthly
fee which shall be solely an obligation of the Servicer as contemplated in
Section 9.15 of the Sale and Servicing Agreement and which shall be in an amount
as shall be agreeable to the Trust Depositor and the Administrator.
SECTION 4. Additional Information To Be Furnished To The Issuer.
-----------------------------------------------------
The Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
SECTION 5. Independence Of The Administrator. For all purposes of
---------------------------------
this Agreement, the Administrator shall be an independent contractor and shall
not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or the
Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the Owner Trustee.
SECTION 6. No Joint Venture. Nothing contained in this Agreement
----------------
(i) 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, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
SECTION 7. Other Activities Of Administrator. Nothing herein
------------------------------------
shall prevent the Administrator or its Affiliates from engaging in other
business or, in its sole discretion, from acting in a similar capacity as an
administrator for any other Person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.
SECTION 8. Term Of Agreement; Resignation And Removal Of
----------------------------------------------------
Administrator. This Agreement shall continue in force until the dissolution of
-------------
the Issuer, upon which event this Agreement shall automatically terminate.
(a) Subject to Section 8(d) and Section 8(e), the Administrator
may resign its duties hereunder by providing the Issuer with at least 60 days'
prior written notice.
(b) Subject to Section 8(d) and Section 8(e), the Issuer may
remove the Administrator without cause by providing the Administrator with at
least 60 days' prior written notice.
(c) Subject to Section 8(d) and Section 8(e), at the sole option
of the Issuer, the Administrator may be removed immediately upon written notice
of termination from the Issuer to the Administrator if any of the following
events shall occur:
(i) the Administrator shall default in the performance of any of
its duties under this Agreement and, after notice of such default, shall
not cure such default within 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); or
(ii) an Insolvency Event shall occur with respect to the
Administrator.
The Administrator agrees that if any of the events specified in
clause (ii) above shall occur, it shall give written notice thereof to the
Issuer and the Indenture Trustee within seven days after the occurrence of such
event.
(d) No resignation or removal of the Administrator pursuant to
this Section shall be effective until (i) a successor Administrator shall have
been appointed by the Issuer and (ii) such successor Administrator shall have
agreed in writing to be bound by the terms of this Agreement in the same manner
as the Administrator is bound hereunder.
(e) The appointment of any successor Administrator shall be
effective only after the satisfaction of the Rating Agency Condition with
respect to the proposed appointment.
(f) Subject to Section 8(d) and 8(e), the Administrator
acknowledges that upon the appointment of a successor Servicer pursuant to the
Sale and Servicing Agreement, the Administrator shall immediately resign
(subject to Section 8(d) hereof).
SECTION 9. Action Upon Termination, Resignation Or Removal.
----------------------------------------------------
Promptly upon the effective date of termination of this Agreement pursuant to
Section 8 or the resignation or removal of the Administrator pursuant to Section
8(a), (b) or (c) respectively, the Administrator shall be entitled to be paid
all fees and reimbursable expenses accruing to it to the date of such
termination, resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 8 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 (a), (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.
SECTION 10. Notices. All notices, demands, certificates, requests
-------
and communications hereunder ("Notices") shall be in writing and shall be
effective (a) upon receipt when sent through the U.S. mails, registered or
certified mail, return receipt requested, postage prepaid, with such receipt to
be effective the date of delivery indicated on the return receipt, or (b) one
Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to a Responsible Officer of the party to which sent, or (d)
on the date transmitted by legible telecopier transmission with a confirmation
of receipt, in all cases addressed to the recipient at the address specified in
the Sale and Servicing Agreement for such recipient.
Each party hereto may, by notice given in accordance herewith to
each of the other parties hereto, designate any further or different address to
which subsequent notices shall be sent.
SECTION 11. Amendments. This Agreement may be amended from time
----------
to time by a written amendment duly executed and delivered by the parties
hereto, with the written consent of the Owner Trustee but without the consent of
the Noteholders, 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; provided that such amendment will not,
in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and
adversely affect the interest of any Noteholder; provided further that such
action shall be deemed not to adversely affect in any material respect the
interests of the Noteholders and no such Opinion of Counsel need be delivered if
the Rating Agency Condition is satisfied. This Agreement may also be amended by
the parties hereto with the written consent of the Owner Trustee and the
Required Holders 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; provided, however, that no such amendment
may (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on the Contracts or distributions that
are required to be made for the benefit of the Noteholders or (ii) reduce the
aforesaid percentage of the holders of Notes which are required to consent to
any such amendment, without the consent of the Insurer and the holders of all
outstanding Notes. Notwithstanding the foregoing, the Administrator may not
amend this Agreement without the permission of the Trust Depositor, which
permission shall not be unreasonably withheld.
SECTION 12. Successors And Assigns. This Agreement may not be
-----------------------
assigned by the Administrator unless such assignment is previously consented to
in writing by the Issuer, the Indenture Trustee and the Owner Trustee and
subject to the satisfaction of the Rating Agency Condition in respect thereof.
An assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Administrator; provided that such successor
organization executes and delivers to the Issuer, the Owner Trustee and the
Indenture Trustee an agreement, in form and substance reasonably satisfactory to
the Owner Trustee and the Indenture Trustee, in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as the Administrator is bound hereunder. Subject to the foregoing,
this Agreement shall bind any successors or assigns of the parties hereto.
SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
SECTION 14. Headings. The section and subsection 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.
SECTION 15. Counterparts. This Agreement may be executed in
------------
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same agreement.
SECTION 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.
SECTION 17. Not Applicable To Mitsui In Other Capacities. Nothing
--------------------------------------------
in this Agreement shall affect any obligation Mitsui may have in any other
capacity.
SECTION 18. Limitation Of Liability Of Owner Trustee And
--------------------------------------------------
Indenture Trustee.
-----------------
(a) Notwithstanding anything contained herein to the contrary,
this instrument has been countersigned by _____________________________ not in
its individual capacity but solely in its capacity as Owner Trustee of the
Issuer and in no event shall _____________________________ in its individual
capacity or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles Six, Seven and Eight of the Trust Agreement.
SECTION 19. Third-Party Beneficiary. The Owner Trustee is a
------------------------
third-party beneficiary to this Agreement and is entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if it were a party
hereto.
SECTION 20. Survivability. The obligations of the Administrator
-------------
described in Section 1(a)(ii) hereof shall survive termination of this
Agreement.
[this portion of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
MITSUI VENDOR LEASING ASSET TRUST 1998-1
By: _____________________________, not in
its individual capacity but solely as
Owner Trustee
By:___________________________________
Name:______________________________
Title:_____________________________
MITSUI VENDOR LEASING FUNDING CORP. II,
as Trust Depositor
By:
Name: ____________________________
Title:____________________________
By:
Name: ____________________________
Title: ____________________________
_____________________________________________,
as Indenture Trustee
By:
Name: _____________________________
Title: _____________________________
MITSUI VENDOR LEASING (U.S.A.) INC.,
as Administrator
By:
Name: ____________________________
Title: ____________________________
EXHIBIT A
LIMITED POWER OF ATTORNEY
State of _________________)
) ss.
County of ________________)
KNOW ALL PERSONS BY THESE PRESENTS, that ________________
_____________, a ____________________________ (the "OWNER TRUSTEE"), by and
through its duly elected and authorized officer, ________________________, a
___________________, on behalf of itself and of Mitsui Vendor Leasing Asset
Trust 1998-1 (the "Issuer") as Issuer under the Administration Agreement, dated
as of __________, 1998 (the "Administration Agreement"), among the Issuer,
Mitsui Vendor Leasing Funding Corp. II,
_________________________________________ as Indenture Trustee, and Mitsui
Vendor Leasing (U.S.A.) Inc., as Administrator, does hereby nominate, constitute
and appoint Mitsui Vendor Leasing (U.S.A.) Inc., a Delaware corporation, each of
its officers from time to time and each of its employees authorized by it from
time to time to act hereunder, jointly and each of them severally, together or
acting alone, its true and lawful attorney-in-fact, for the Owner Trustee and
the Issuer in their name, place and stead, in the sole discretion of such
attorney-in-fact, to perform such calculations and prepare or cause the
preparation by other appropriate persons of, and to execute on behalf of the
Issuer or the Owner Trustee, all such documents, reports, filings, instruments,
certificates and opinions that the Issuer or the Owner Trustee is required to
prepare, file or deliver pursuant to the Administration Agreement, and to take
any and all other action, as such attorney-in-fact may deem necessary or
desirable in accordance with the directions of the Owner Trustee and in
connection with its duties as Administrator or successor Administrator under the
Administration Agreement. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Administration
Agreement.
The Owner Trustee hereby ratifies and confirms the execution, delivery
and performance (whether before or after the date hereof) of the above-mentioned
documents, reports, filings, instruments, certificates and opinions, by the
attorney-in-fact and all that the attorney-in-fact shall lawfully do or cause to
be done by virtue hereof.
The Owner Trustee hereby agrees that no person or other entity dealing
with the attorney-in-fact shall be bound to inquire into such attorney-in-fact's
power and authority hereunder and any such person or entity shall be fully
protected in relying on such power of authority.
This Limited Power of Attorney may not be assigned without the prior
written consent of the Owner Trustee. It is effective immediately and will
continue until it is revoked.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Executed as of this ____ day of ______________, 1998.
_______________________________,
not in its individual capacity but
solely as Owner Trustee,
By:
Name: ________________________
Title: ________________________
CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC
State of ______ )
) ss.
County of _____ )
On _________, 1998 before me, ______________________________________
[insert date] [Here insert name and title of notary]
personally appeared ____________________________
/ / personally known to me, or
/ / proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ties), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature ___________________________ [SEAL] ______________________________
