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.
SECTION 8.
OTHER ACTIVITIES OF
ADMINISTRATOR.
NOTHING CONTAINED IN THIS AGREEMENT 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.
SECTION 9.
TERM OF AGREEMENT;
RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(A)
THIS AGREEMENT SHALL CONTINUE IN FULL FORCE
AND EFFECT UNTIL THE TERMINATION OF THE ISSUER, UPON WHICH EVENT THIS AGREEMENT
SHALL AUTOMATICALLY TERMINATE.
(B)
FOR SO LONG AS ANY NOTES ARE OUTSTANDING,
THE ISSUER SHALL NOT REMOVE THE ADMINISTRATOR WITHOUT CAUSE UNLESS THE RATING
AGENCY CONDITION SHALL HAVE BEEN SATISFIED IN CONNECTION THEREWITH AND THE
INSURER SHALL HAVE CONSENTED IN WRITING THERETO.
(C)
SUBJECT TO SECTIONS 9(E) AND 9(F), THE
ADMINISTRATOR MAY RESIGN ITS DUTIES HEREUNDER, WITH THE PRIOR WRITTEN CONSENT OF
THE INSURER, BY PROVIDING THE ISSUER AND THE INSURER WITH AT LEAST SIXTY (60)
DAYS' PRIOR WRITTEN NOTICE.
(D)
SUBJECT TO SECTIONS 9(E) AND 9(F), THE
ISSUER MAY REMOVE THE ADMINISTRATOR WITHOUT CAUSE WITH PRIOR WRITTEN CONSENT OF
THE INSURER BY PROVIDING THE ADMINISTRATOR WITH AT LEAST SIXTY (60) DAYS' PRIOR
WRITTEN NOTICE.
(E)
SUBJECT TO SECTION 9(F), AT THE SOLE OPTION
OF THE ISSUER, WITH PRIOR WRITTEN CONSENT OF THE INSURER, THE ISSUER MAY AND
SHALL AT THE DIRECTION OF THE INSURER, REMOVE THE ADMINISTRATOR IMMEDIATELY UPON
WRITTEN NOTICE OF TERMINATION FROM THE ISSUER TO THE ADMINISTRATOR IF ANY OF THE
FOLLOWING EVENTS SHALL OCCUR AND BE CONTINUING:
(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 (10) DAYS (OR, IF SUCH DEFAULT
CANNOT BE CURED IN SUCH TIME, SHALL NOT GIVE WITHIN TEN (10) DAYS SUCH ASSURANCE
OF CURE AS SHALL BE REASONABLY SATISFACTORY TO THE ISSUER AND THE INSURER);
(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 SIXTY (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, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER
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