ADMINISTRATION AGREEMENT
Between
TLFC IV EQUIPMENT LEASE TRUST 1995-1
Issuer
and
TRANS LEASING INTERNATIONAL, INC.
Administrator
Dated as of October 6, 1995
ADMINISTRATION AGREEMENT, dated as of October 6, 1995,
between TLFC IV EQUIPMENT LEASE TRUST 1995-1, a Delaware business
trust (the "Issuer"), and TRANS LEASING INTERNATIONAL, INC., a
Delaware corporation, as administrator (the "Administrator").
W I T N E S S E T H :
WHEREAS, the Issuer is issuing Notes pursuant to an
Indenture, dated as of the date hereof (as amended and
supplemented from time to time, the "Indenture"), between the
Issuer and the Indenture Trustee;
WHEREAS, the Issuer has entered into (or assumed)
certain agreements in connection with the issuance of the Notes
and the Certificates, including (i) the Pooling and Servicing
Agreement, (ii) the Depository Agreement, (iii) the Indenture and
(iv) the Trust Agreement;
WHEREAS, pursuant to the Basic Documents, the Issuer
and Bankers Trust (Delaware), as Owner Trustee, are required to
perform certain duties in connection with (a) the Notes and the
Collateral and (b) 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;
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 them in (a) the Pooling and
Servicing Agreement, dated as of the date hereof, among the
Issuer, TL Lease Funding Corp. IV, a Delaware corporation (the
"Seller"), and Trans Leasing International, Inc., a Delaware
corporation, as initial Servicer (as amended and supplemented
from time to time, the "Pooling and Servicing Agreement"), (b)
the Trust Agreement, dated as of the date hereof, between Bankers
Trust (Delaware) as Owner Trustee and the Seller (as amended and
supplemented from time to time, the "Trust Agreement") and (c)
the Indenture. All references herein to "the Agreement" or "this
Agreement" are to this Administration Agreement, and all
references herein to Sections are to Sections of this Agreement
unless otherwise specified.
2. Duties of the Administrator.
(a) Duties with Respect to the Depository Agreement
and the Indenture. 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):
(i) the preparation of or obtaining of the documents
and instruments required for authentication of the Notes and
delivery of the same to the Indenture Trustee (Section 2.2);
(ii) the duty to cause the Note Register to be kept and
to give the Indenture Trustee notice of any appointment of a
new Note Registrar and the location, or change in location,
of the Note Register (Section 2.4);
(iii) the notification of the Noteholders of the final
principal payment on their Notes (Section 2.7(b));
(iv) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of the Collateral (Section 2.9);
(v) the preparation of Definitive Class A Notes and
arranging the delivery thereof (Section 2.12);
(vi) the obtaining and approving of opinions and
certificates in connection with the transfers of Class B
Notes (Section 2.15);
(vii) the maintenance of an office in the Borough of
Manhattan, the City of New York, for registration of trans-
fer or exchange of Notes (Section 3.2);
(viii) 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(c));
(ix) the direction to the Indenture Trustee to deposit
monies with Paying Agents, if any, other than the Indenture
Trustee (Section 3.3(c));
(x) 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 Indenture Trust Estate (Section 3.4);
(xi) the preparation of all supplements, amendments,
financing statements, continuation statements, instruments
of further assurance and other instruments, in accordance
with Section 3.5 of the Indenture, necessary to protect the
Indenture Trust Estate (Section 3.5);
(xii) the delivery of the Opinion of Counsel on the
Closing Date, in accordance with Section 3.6 of the Inden-
ture, as to the Indenture Trust Estate, and the annual
delivery of the Officer's Certificate and certain other
statements, in accordance with Section 3.9 of the Indenture,
as to compliance with the Indenture (Sections 3.6 and 3.9);
(xiii) 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 3.7(b));
(xiv) the notification of the Indenture Trustee of a
Servicer Default pursuant to the Pooling and Servicing
Agreement and, if such Servicer Default arises from the
failure of the Servicer to perform any of its duties under
the Pooling and Servicing Agreement, the taking of all
reasonable steps available to remedy such failure (Section
3.7(d));
(xv) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its
obligations under the Indenture (Section 3.11);
(xvi) the delivery of notice to the Indenture Trustee of
each Event of Default under the Indenture, each default by
the Servicer or Seller under the Pooling and Servicing
Agreement and each default by the Originator or the Seller
under the Contribution and Sale Agreement (Section 3.19);
(xvii) the monitoring of the Issuer's obligations as to
the satisfaction and discharge of the Indenture and the
preparation of an Officer's Certificate and the obtaining of
the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.1);
(xviii) the compliance with any written directive of the
Indenture Trustee with respect to the sale of the Indenture
Trust Estate in a commercially reasonable manner if an Event
of Default shall have occurred and be continuing (Section
5.4(a));
(xix) the preparation and delivery of notice to the
Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section 6.8);
(xx) the preparation of any written instruments
required to confirm more fully the authority of any co-trustee
or separate trustee and any written instruments
necessary in connection with the resignation or removal of
any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xxi) the furnishing of the Indenture Trustee with the
names and addresses of the Noteholders during any period
when the Indenture Trustee is not the Note Registrar
(Section 7.1);
(xxii) the preparation and, after execution by the
Issuer, the filing with the Commission, any applicable state
agencies and the Indenture Trustee of documents required to
be filed on a periodic basis with, and summaries thereof as
may be required by rules and regulations prescribed by, the
Commission and any applicable state agencies and the
transmission of such summaries, as necessary, to the
Noteholders (Section 7.3);
(xxiii) the opening of one or more accounts in the
Indenture Trustee's name and all other actions necessary
with respect to the investment and reinvestment of funds in
the Trust Accounts (Sections 8.2 and 8.3);
(xxiv) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel and
Independent Certificates, if necessary, for the release of
the Indenture Trust Estate as defined in the Indenture
(Sections 8.4 and 8.5);
(xxv) 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);
(xxvi) the execution and delivery of new Notes conforming
to any supplemental indenture (Section 9.6);
(xxvii) the notification of the Indenture Trustee, the
Noteholders and the Rating Agency of redemption of the Notes
or the duty to cause the Indenture Trustee to provide such
notification (Sections 10.1 and 10.2);
(xxviii) the preparation of all Officer's Certificates,
Opinions of Counsel and (if required by the TIA) Independent
Certificates with respect to any requests by the Issuer to
the Indenture Trustee to take any action under the Indenture
(Section 11.1(a));
(xxix) the preparation and delivery of Officer's Cer-
tificates and the obtaining of Independent Certificates, if
necessary, for the release of any property or securities
from the lien of the Indenture (Section 11.1(b));
(xxx) the notification of the Rating Agency, upon the
failure of the Indenture Trustee to give such notification,
of the information required pursuant to Section 11.4
(Section 11.4);
(xxxi) the preparation and delivery to the Noteholders
and the Indenture Trustee of any agreements with respect to
alternate payment and notice provisions (Section 11.6); and
(xxxii) the recording of the Indenture, if applicable
(Section 11.15).
(b) Additional Duties.
(i) In addition to the duties of the Administrator set
forth above, the 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 is authorized to execute on
behalf of the Issuer all such documents, reports, filings,
instruments, certificates and opinions as it shall be the
duty of the Issuer to prepare, file or deliver pursuant to
the Basic Documents. Upon request, the Issuer shall execute
and deliver to the Administrator a power of attorney
appointing the Administrator its agent and attorney in fact
to execute all such documents, reports, filings,
instruments, certificates and opinions.
(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 2.11 of the Trust Agreement
with respect to, among other things, the keeping of all
appropriate books and records of the Trust.
(iv) The Administrator may satisfy any obligations it
may have with respect to clause (ii) above by retaining, at
the expense of the Trust payable by the Administrator, a
firm of independent public 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 8.2 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 Administra-
tor 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 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 Admin-
istrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have with-
held 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;
(C) the amendment, change or modification of any
of the 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 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, (A) make any payments to the Noteholders under
the Basic Documents, (B) sell the Indenture Trust Estate
pursuant to Section 5.4 of the Indenture or (C) 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 a
Termination Notice to the Servicer pursuant to Section 7.1(b) of
the Pooling and Servicing Agreement, to enforce the provisions of
Sections 7.1, 7.2 and 7.3 of the Pooling 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 appro-
priate 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.
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 fee in the amount of $1,500 per
month.
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 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.
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 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
termination of the Trust Agreement, 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 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 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. Except as otherwise provided in this
Agreement, any notice or other communication herein required or
permitted to be given shall be in writing and may be delivered in
person, with receipt acknowledged, or sent by United States mail,
registered or certified, postage prepaid and return receipt
requested, or by Federal Express or other nationally recognized
overnight courier service, postage prepaid and confirmation of
receipt requested, and addressed as follows (or at such other
address as may be substituted by notice given as herein
provided):
If to the Issuer or the Owner Trustee:
Bankers Trust (Delaware)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy (which copy will not constitute notice
to the Issuer or the Owner Trustee) to each of:
Bankers Trust Company
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust & Agency Group
- Structured Finance
If to the Administrator:
Trans Leasing International, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
with a copy (which copy will not constitute notice
to the Administrator) to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. Sugar
Every notice, demand, request, consent, approval, declaration or
other communication hereunder shall be deemed to have been duly
given or served on the date on which the same shall have been
personally delivered, with receipt acknowledged, three (3)
Business Days after the same shall have been deposited in the
United States mail or on the next succeeding Business Day if the
same has been sent by Federal Express or other nationally
recognized overnight courier service. Failure or delay in
delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the Persons
designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request,
consent, approval, declaration or other communication.
13. Amendments.
(a) This Agreement may be amended from time to time
with prior notice to the Rating Agency by a written amendment
duly executed and delivered by the Issuer and the Administrator
with the written consent of the Owner Trustee, without the
consent of the Noteholders or the Certificateholders, for any of
the following purposes:
(i) to add provisions hereof for the benefit of the
Noteholders and the 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 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 of
modify in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that such amendment
under this Section 13(a)(iv) shall not, as evidenced by an
Opinion of Counsel, materially and adversely affect in any
material respect the interest of any Noteholder or any
Certificateholder.
(b) This Agreement may also be amended by the Issuer
and the Administrator with prior notice to the Rating Agency and
with the written consent of the Owner Trustee, the
Certificateholders and the Holders of Notes evidencing at least a
majority in the Outstanding Amount of the Notes as of the close
of the immediately preceding Payment Date for the purpose of
adding any provisions to, changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders;
provided, however, that no such amendment may (i) increase or
reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Leases or payments or
distributions that are required to be made for the benefit of the
Noteholders or the Certificateholders, (ii) reduce the percentage
of the Noteholders 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 each
Certificateholder affected thereby, without, in any such case,
the consent of the holders of all the outstanding Notes and all
outstanding Certificates.
(c) Notwithstanding Sections 13(a) and (b), the
Administrator may not amend this Agreement without the permission
of the Owner Trustee, 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 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 and
the Owner 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 Certificate or the rights of the holder thereof.
19. Not Applicable to Trans Leasing International,
Inc. in Other Capacities. Nothing in this Agreement shall affect
any obligation Trans Leasing International, Inc. may have in any
other capacity.
20. Limitation of Liability of Owner Trustee.
Notwith-standing anything contained herein to the contrary, this
instrument has been signed by Bankers Trust (Delaware), not in
its individual capacity but solely as Owner Trustee and in no
event shall Bankers Trust (Delaware) 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 Articles V, VI and VII of the Trust
Agreement.
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.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed by their respective officers as of
the day and year first above written.
TLFC IV EQUIPMENT LEASE TRUST 1995-1
By: BANKERS TRUST (DELAWARE),
not in its individual capacity,
but solely as Owner
Trustee on behalf of the Trust
By:
Name:
Title:
TRANS LEASING INTERNATIONAL, INC., as
Administrator
By:
Name:
Title:
Acknowledged and Accepted:
MANUFACTURERS AND TRADERS TRUST COMPANY,
not in its individual capacity but
solely as Indenture Trustee
By: __________________________________
Name:
Title:
