THE OWNER TRUSTEE IN ANY WAY AND SHALL NOT OTHERWISE BE
DEEMED AN AGENT OF THE ISSUER, THE INDENTURE TRUSTEE OR THE OWNER TRUSTEE.
SECTION 7.
NO JOINT VENTURE.
NOTHING CONTAINED IN THIS AGREEMENT
(A) SHALL CONSTITUTE THE ADMINISTRATOR AND EITHER THE ISSUER, OWNER TRUSTEE OR
THE INDENTURE 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.
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:
8
(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,