Common use of Duties and Powers of Trustee Clause in Contracts

Duties and Powers of Trustee. (a) The Trustee undertakes to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any other Trust Document or as may be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee on behalf of the Trust, unless applicable law permits the transfer of ownership of a vehicle without an amendment to such vehicle's certificate of title); and (iii) activities ancillary thereto. The Trustee shall have such powers as are necessary and appropriate to the conduct of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor the Trustee shall: (i) issue interests in or securities of the Trust, other than the UTI, the UTI Certificates, one or more SUBIs and any SUBI Certificates; (ii) borrow money, except from Ryder or the UTI Beneficiaries in connection with funds used to acquire Leases and Vehicles; (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Related Beneficiary or the Administrative Agent, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of record to the Vehicles (and execute and deliver to the Administrative Agent a power of attorney sufficient to allow the Administrative Agent to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Vehicles); (iii) file (or cause to be filed), in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate, notice reports and other required filings; (iv) be the assignee of the original lessor with respect to the Leases; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Trustee's activities. The Administrative Agent or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four and the other Trust Documents. (e) The Trustee, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee as shall be specifically required to be furnished pursuant to any provision of the Trust Documents, shall examine such instrument to determine whether it conforms to the requirements of the Trust Documents. (f) Neither the Administrative Agent nor any Beneficiary shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes of the Trust as set forth in Section 2.03 or (ii) would result in the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as set forth in any Administration Agreement or other Trust Document to which the Trust is a party, on the terms and subject to the conditions set forth therein.

Duties and Powers of Trustee. (a) The Trustee undertakes to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any other Trust Document or as may be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Leased Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Leased Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee on behalf of the Trust, unless applicable law permits the transfer of ownership of a vehicle without an amendment to such vehicle's certificate Certificate of titleTitle); and (iii) activities ancillary thereto. The Trustee shall have such powers as are necessary and appropriate to the conduct of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor the Trustee shall: (i) issue interests in or securities of the Trust, other than the UTI, the UTI CertificatesCertificate, one or more SUBIs and any SUBI Certificates; (ii) borrow money, money (except from Ryder NMAC or the UTI Beneficiaries Beneficiary or their Affiliates in connection with funds used to acquire the acquisition of Leases and Leased Vehicles); (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Related Beneficiary Servicer or the Administrative AgentRelated Beneficiary, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary Servicer or the Administrative Agent Related Beneficiary, as applicable, deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) in each jurisdiction that the Servicer or Related Beneficiary, as applicable, deems appropriate (A) notice reports and other required filings and (B) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of record to the Leased Vehicles (and execute and deliver to the Administrative Agent each Dealer a power of attorney sufficient to allow the Administrative Agent such Dealer to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Leased Vehicles); (iii) to the extent that the Related Beneficiary or the Servicer, as applicable, deems it necessary or useful to have an Administrative Lien recorded on Certificates of Title, file (or cause to be filed), ) in each jurisdiction that the Related Beneficiary or the Servicer, as applicable, reasonably deems appropriate such applications as are necessary or appropriate to record upon each Certificate of Title an Administrative Agent deems appropriate, notice reports and other required filingsLien in favor of an Administrative Lienholder; (iv) be the assignee of the original Dealer/initial lessor with respect to the LeasesLeases in the event that the Trust cannot be such assignee; and (v) pay (or cause to be paid) all applicable taxes Taxes and fees properly due and owing in connection with the Trustee's activitiesactivities under this Agreement and the other Trust Documents to which it is a party (other than Taxes in respect of income earned by the Trustee). The Administrative Agent Servicer or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Servicing Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four and the other Trust Documents. (e) The Trustee, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee as shall be specifically required to be furnished pursuant to any provision of the Trust Documents, shall examine such instrument to determine whether it conforms to the requirements of the Trust Documents. (f) Neither the Administrative Agent Servicer nor any Beneficiary shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes of the Trust as set forth in Section 2.03 or (ii) would result in the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as set forth in any Administration Servicing Agreement or other Trust Document to which the Trust is a party, party on the terms and subject to the conditions set forth specified therein.

Duties and Powers of Trustee. (a) The Trustee undertakes to perform such duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any Agreement and the other Trust Document Documents or as may be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to timethereof, including in connection with (i) a Securitized Financing; Securitization, (ii) sales or pledges of Leases, Leased Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee on behalf of the Trust, unless applicable law permits the transfer of ownership of a vehicle without an amendment to such vehicle's certificate of title); Securitization and (iii) activities ancillary thereto. The Trustee shall have such powers as are necessary and appropriate to the conduct of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor the Trustee shall: shall (i) issue interests in or securities of the Trust, Trust other than the UTI, the UTI Certificates, one or more SUBIs and any the related SUBI Certificates; , (ii) borrow money, money (except from Ryder or the UTI Beneficiaries or their Affiliates in connection with funds used to acquire the acquisition of Leases and Leased Vehicles; ), (iii) make loans; , (iv) invest in or underwrite securities; , (v) offer securities in exchange for Trust Assets (other than Certificates); , (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; Securitization or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Related Beneficiary Servicer or the Administrative AgentRelated Beneficiary, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary Servicer or the Administrative Agent Related Beneficiary, as applicable, deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) in each jurisdiction that the Servicer or Related Beneficiary, as applicable, deems appropriate (A) notice reports and other required filings and (B) applications for Certificates certificates of Title as are necessary or appropriate title so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of record to the Leased Vehicles (and execute and deliver to the Administrative Agent each Dealer a power of attorney sufficient to allow the Administrative Agent such Dealer to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Leased Vehicles); (iii) to the extent that the Related Beneficiary or the Servicer, as applicable, deems it necessary or useful to have an Administrative Lien recorded on Certificates of Title, file (or cause to be filed), ) in each jurisdiction that the Related Beneficiary or the Servicer, as applicable, reasonably deems appropriate such applications as are necessary or appropriate to record upon each Certificate of Title an Administrative Agent deems appropriate, notice reports and other required filingsLien in favor of an Administrative Lienholder; (iv) be the assignee of the original Dealer/initial lessor with respect to the LeasesLeases in the event that the Trust cannot be such assignee; and (v) pay (or cause to be paid) all applicable taxes Taxes and fees properly due and owing in connection with the Trustee's activitiesactivities under this Agreement and the other Trust Documents to which it is a party (other than Taxes in respect of income earned by the Trustee). The Administrative Agent Servicer or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee an advance to pay, the costs and or expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration any applicable Servicing Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four and the other Trust Documents. (e) The Trustee, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee as that shall be specifically required to be furnished to it pursuant to any provision of the Trust Documents, Documents shall examine such instrument item to determine whether it conforms to the requirements of the Trust Documents. (f) Neither the Administrative Agent Servicer nor any Beneficiary shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes of the Trust as set forth in Section 2.03 or (ii) would result in the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as set forth in any Administration the Servicing Agreement or and the other Trust Document to which the Trust is a party, on Documents upon the terms and subject to the conditions set forth specified therein.

Duties and Powers of Trustee. (a) 11.1 The Trustee undertakes shall comply with the provisions of the Rules ,the Regulations, this Deed and the Offering Document for any act or matter to perform such be done by it in the performance of its duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any other Trust Document acts or as matters may also be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee performed on behalf of the TrustTrustee by any officer(s) or responsible official(s) of the Trustee or by any nominee(s) or agent appointed by the Trustee under intimation to the Management Company: Provided that the Trustee shall be responsible for the acts and omissions of all persons to whom it may delegate any of its duties, unless as if these were its own acts and omissions and shall account to the Trust for any loss in value of the Fund Property where such loss has been caused by negligence or willful act and/ or omission of the Trustee or by that of any of its directors, officers, the persons to whom it had delegated, nominees or agents. 11.2 The Trustee shall take under its control all the property of the scheme and hold it in trust for the Unit Holders in accordance with the Regulations, the Deed and all applicable law permits laws and all cash and registerable assets shall be registered in the transfer name of ownership or to the order of a vehicle without an amendment to such vehicle's certificate the Trustee. 11.3 The Trustee shall exercise all due diligence and vigilance in carrying out its duties and in protecting the interests of title); and (iii) activities ancillary theretothe Unit Holders. The Trustee shall have such powers as are necessary and appropriate to not be under any liability on account of anything done or suffered by the conduct Scheme, if the Trustee had acted in good faith in performance of its duties as set forth under this Trust Deed in this Agreement and accordance with or in pursuance of any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor the Trustee shall: (i) issue interests in or securities request of the TrustManagement Company, other than provided these were not in conflict with the UTI, the UTI Certificates, one or more SUBIs and any SUBI Certificates; (ii) borrow money, except from Ryder provisions of this Deed or the UTI Beneficiaries in connection with funds used to acquire Leases and Vehicles; (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Related Beneficiary Rules or the Administrative AgentRegulations. Whenever pursuant to any provisions of this Deed, any certificate, notice, direction, instruction or other communication is to be given by the Management Company to the Trustee, the Trustee shall undertake the following ministerial activities: (imay accept as sufficient evidence thereof: i ) apply for and maintain (A document signed or cause purporting to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee signed on behalf of the Trust to be recorded as the holder of legal title of record to the Vehicles (and execute and deliver to the Administrative Agent a power of attorney sufficient to allow the Administrative Agent to so record the Trust or Management Company by any person(s), whose signature the Trustee on behalf of is for the Trust as time being authorized in writing by the holder of legal title Management Company to such Vehicles); (iii) file (or cause to be filed), in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate, notice reports and other required filings; (iv) be the assignee of the original lessor with respect to the Leases; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Trustee's activities. The Administrative Agent or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Agreementaccept. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four and the other Trust Documents. (e) The Trustee, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee as shall be specifically required to be furnished pursuant to any provision of the Trust Documents, shall examine such instrument to determine whether it conforms to the requirements of the Trust Documents. (f) Neither the Administrative Agent nor any Beneficiary shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes of the Trust as set forth in Section 2.03 or (ii) would result in the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as set forth in any Administration Agreement or other Trust Document to which the Trust is a party, on the terms and subject to the conditions set forth therein.

Duties and Powers of Trustee. (a) The general responsibilities of the Trustee undertakes shall be as follows: (1) Except as expressly otherwise provided herein, the Trustee shall have exclusive authority and discretion to perform such duties manage and engage control the assets held in such activitiesthe Trust. (2) The Trustee shall hold, administer, invest and reinvest, and disburse the Trust Fund in accordance with the powers and subject to the restrictions stated herein. (b) Trustee shall discharge its duties hereunder solely (1) for the exclusive purpose of: (a) providing benefits to each Plan participant and other persons entitled to benefits under each Plan participant's Plan; and (b) defraying reasonable expenses of administering the Trust; and (2) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (c) With respect to the Trust and subject only such duties and activities, as are specified to the limitations expressly provided in this Agreement, Trustee shall have the following powers, rights and duties in addition to those vested in it elsewhere in this Agreement or by law: (1) To receive and hold all contributions paid to it. (2) To manage, operate, sell, contract to sell, grant options with respect to, convey, exchange, partition, transfer, abandon, improve, repair, insure, lease for any term (although commencing in the future or extending beyond the term of this Trust Agreement) and otherwise deal with all property, real or personal, in such manner, for such considerations, and on such terms and conditions as Trustee shall decide. (3) To borrow from anyone such amount or amounts of money as Trustee considers desirable to carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any part of the Trust Fund. (4) To retain in cash (pending investment, reinvestment or payment of benefits) any reasonable portion of the Trust Fund and to deposit cash in any depositary selected by it, including deposits in itself or its affiliates, provided such deposits bear a reasonable rate of interest. (5) To compromise, contest, arbitrate, settle or abandon claims and demands. (6) To begin, maintain or defend any litigation necessary in connection with the investment, reinvestment or administration of the Trust. (7) To have all rights of an individual owner, including the power to give proxies to vote stocks, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations, recapitalizations or liquidations, and to exercise or sell stock subscription or conversion rights. (8) To hold securities or other Trust Document property in the name of Trustee or its nominee, or nominees, or in such other form as it determines best, with or without disclosing the trust relationship, provided the records of Trustee shall indicate the actual ownership of such securities or other property. (9) To retain any funds or property subject to any dispute without liability for the payment of interest, and to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction. (10) To pay any tax, charge or assessment attributable to any benefit which, in Trustee's opinion, it shall or may be directed required to pay out of such benefit; and to require before making any payment such release or other document from any taxing authority and such indemnity from the Plan participant as Trustee shall deem necessary for its protection. (11) To employ actuaries, agents, attorneys, investment counsel, accountants or other persons (who also may be employed by or represent the Company) for such purposes as Trustee considers desirable. (12) To furnish the Company with such information in Trustee's possession as the Company may need for tax or other purposes. (13) To perform any and all other acts in its judgment necessary or appropriate for the proper and advantageous management, investment and distribution of the Trust Fund. (d) Except as otherwise expressly provided herein, Trustee shall have exclusive authority and discretion to invest and reinvest the principal and income of the Trust in real or personal property of any kind and shall do so with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Trustee shall diversify the investments of the Trust Fund by corporate or individual trustees in or to certain kinds, types, or classes of investments or limiting the value or proportion of the Trust assets that may be invested in any one property or kind, type, or class of investment. Investments and reinvestments shall be subject to the above standard, and without limiting the generality of the foregoing, shall also be subject to the following: (1) The Trustee may invest and reinvest principal and income of the Trust in common, preferred, and other stocks of any corporation (except stock in Company other than a deminimis amount); voting trust certificates; interests in investment trusts, including without limiting the generality thereof, participations issued by an investment company as defined in the Investment Company Act of 1940, as from time to time amended; bonds, notes, and debentures, secured or unsecured; mortgages on real or personal property; conditional sales contracts; and real estate and leases. (2) The Trustee may invest and reinvest the principal and income of the Trust through any common or collective trust fund or pooled investment fund maintained by Trustee for the Related Beneficiary collective investment of funds held by it in a manner not contrary to fiduciary capacity. The provisions of the terms hereof document governing any such common or thereof collective trust fund as it may be amended from time to timetime shall govern any investment therein and are hereby made a part of this Trust Agreement. (3) Trustee may invest and reinvest principal and income of the Trust in deposits (including savings accounts, including savings certificates, and similar interest-bearing instruments or accounts) in itself or its affiliates, provided such deposits bear a reasonable rate of interest. (4) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (5) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (e) Trustee shall be entitled to reasonable fees for its services hereunder. Such fees and any expenses incurred by Trustee in connection with the Trust held hereunder (iincluding expenses and fees of persons employed by it) shall be charged to the Trust. To the extent that the Trust does not pay such fees and expenses, they shall be paid by Company. Company shall reimburse the Trust to the extent the Trust pays such fees and expenses out of funds not allocated for such fees or expenses. (f) The Trustee shall maintain accurate and detailed records and accounts of all transactions hereunder. Within thirty (30) days following the close of each calendar quarter, or following the close of such other reporting period as may be agreed upon by Trustee and Company, Trustee shall file with Company a Securitized Financing; written account setting forth the balance in the Trust Fund at the beginning of the period. Trustee shall also file a written account listing the property held in the Fund as of the close of each period. (iig) sales As soon as practicable following the close of each fiscal year of the Trust and following the effective date of the removal or pledges resignation of Leasesany trustee, Vehicles Trustee shall file with Company a written report setting forth all transactions with respect to the Trust during such fiscal year or during the period from the close of the last fiscal year to the date of such removal or resignation and other listing the assets of the Trust Assets and the market value thereof as of the close of the period covered by such report. (h) Upon the receipt by Trustee of Company's written approval of any such written account or report, or upon the lapse of ninety (90) days after Company's receipt of each written account or report, said written account or report shall be deemed to be approved by it except as to matters, if any, covered by written objections theretofore delivered to Trustee by Company regarding which Trustee has not given an explanation or made adjustments satisfactory to it. Trustee, to the extent permitted by law, shall be released and discharged as to all items, matters, and things set forth in such written account or report other than the terms of matters covered in such written objections as provided herein. Trustee, nevertheless, shall have the related Securitized Financings (provided right to have its accounts approved by judicial proceedings if it so elects, in which event Trustee and Company shall be the only necessary parties. Further, in the event that Company duly delivers to the Certificate of Title Trustee written objections to any Vehicle matters set forth in any such written account or report and said objections are not explained or adjusted to the satisfaction of Company, each shall likewise have the right to have Trustee's accounts reviewed by judicial proceedings if it so sold is amended elects, in which event Trustee and Company shall be the only necessary parties. (i) Trustee shall have no obligation to reflect the transfer of ownership thereof from the Trust or the Trustee enforce a Plan participant's Plan on behalf of the Trust, unless applicable law permits the transfer of ownership of a vehicle without an amendment Plan participant except to such vehicle's certificate of title); pay out Trust Funds if and (iii) activities ancillary thereto. The when deposited with Trustee shall have such powers as are necessary and appropriate pursuant to the conduct of its duties as set forth in this Agreement and any SupplementTrust Agreement. (bj) Except as otherwise provided in this Agreement If Trustee receives notice from any Plan participant objecting to and disputing Company's determination or the creditor's written allegation that is Insolvent, Trustee shall notify Company and the other creditor alleging Insolvency, if any, of its or the Plan participant's objection (the "Objection Notice"). Trustee shall resume payments, including any benefits suspended, within 15 days from the date on which Trustee sends its Objection Notice to Company unless Company or the creditor receives an injunctive relief order from a court of competent jurisdiction in the State of Minnesota enjoining Trustee from making further disbursements under this Trust DocumentsAgreement because such court has determined that the Company is Insolvent. Upon resumption of such payments, neither the Trust nor first payment following such discontinuance shall include the Trustee shall: aggregate amount of all payments which would have been made to each Plan participant (i) issue interests in or securities together with interest at a simple annual rate equal to the Base Rate as of the Trust, other than date payments were suspended) in accordance with such Plan participant's Plan. If a court of competent jurisdiction in the UTI, State of Minnesota determines that the UTI Certificates, one or more SUBIs and any SUBI Certificates; (ii) borrow money, except from Ryder or the UTI Beneficiaries in connection with funds used to acquire Leases and Vehicles; (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Related Beneficiary or the Administrative AgentCompany is Insolvent, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause deliver Trust Assets to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee on behalf satisfy claims of the Trust Company's general creditors as directed by a court of competent jurisdiction. (k) The Trustee may, in its sole discretion, disburse money or properties to be recorded as the holder of legal title of record to the Vehicles (and execute and deliver to the Administrative Agent a power of attorney sufficient to allow the Administrative Agent to so record the Trust or the Trustee on behalf Plan participant in advance of the Trust as the holder of legal title date such payments are due pursuant to such Vehicles); a Plan participant's Plan (iiihereinafter called "Advance Payment") file (or cause to be filed), in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate, notice reports and other required filings; (iv) be the assignee of the original lessor with respect to the Leases; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Trustee's activities. The Administrative Agent or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four the Trust are available for such purpose, if (a) the Trustee determines that a Plan participant has a financial need for an Advance Payment for an unanticipated emergency caused by an event beyond such Plan participant's control that results in severe financial hardship and (b) such Plan participant no longer serves as an employee of the other Trust Documents. (e) The TrusteeCompany. After any Advance Payment by the Trustee pursuant to this Section 4.05, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished all subsequent payments to such Plan participant pursuant to the Trustee as Plan participant's Plan shall be specifically required to be furnished pursuant to any provision reduced by the percentage which the amount of the Trust Documents, shall examine Advance Payment made to such instrument to determine whether it conforms Plan participant bears to the requirements actuarially determined present value (utilizing a discount rate equal to the Base Rate as of the Trust Documents. (f) Neither the Administrative Agent nor any Beneficiary shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes date of the Trust as set forth in Section 2.03 or (iiAdvance Payment) would result in of all the treatment of unpaid benefits established by the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporationPlan participant's Plan on such date. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trust, the Trustee and the Trustee on behalf of the Trust as set forth in any Administration Agreement or other Trust Document to which the Trust is a party, on the terms and subject to the conditions set forth therein.

Duties and Powers of Trustee. (a) ‌ 10.1 The Trustee undertakes shall comply with the provisions of this Deed, the Rules ,the Regulations and the Offering Document for any act or matter to perform such be done by it in the performance of its duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any other Trust Document acts or as matters may also be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee performed on behalf of the TrustTrustee by any officer(s) or responsible official(s) of the Trustee or by any nominee(s) or agent appointed by the Trustee under intimation to the Management Company: Provided that the Trustee shall be responsible for the acts and omissions of all persons to whom it may delegate any of its duties, unless as if these were its own acts and omissions and shall account to the Trust for any loss in value of the Fund Property where such loss has been caused by negligence or any reckless or willful act and/ or omission of the Trustee or any of its directors, officers, nominees or agents. 10.2 The Trustee shall take into its custody or under its control all the property of the scheme and hold it in trust for the Holders in accordance with the Regulations, the Deed and all applicable law permits laws, rules and regulations and all cash and registerable assets shall be registered in the transfer name of ownership or to the order of a vehicle without an amendment to such vehicle's certificate the Trustee. 10.3 The Trustee shall exercise all due diligence and vigilance in carrying out its duties and in protecting the interests of title); and (iii) activities ancillary theretothe Holders. The Trustee shall have such powers as are necessary and appropriate to the conduct not be under any liability on account of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor anything done or suffered by the Trustee shall: (i) issue interests in or securities of the Trust, other than the UTI, the UTI Certificates, one or more SUBIs and any SUBI Certificates; (ii) borrow money, except from Ryder or the UTI Beneficiaries in connection with funds used to acquire Leases and Vehicles; (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction of the Related Beneficiary or the Administrative Agent, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of record to the Vehicles (and execute and deliver to the Administrative Agent a power of attorney sufficient to allow the Administrative Agent to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Vehicles); (iii) file (or cause to be filed), in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate, notice reports and other required filings; (iv) be the assignee of the original lessor with respect to the Leases; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Trustee's activities. The Administrative Agent or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds good faith in accordance with Article Four and or in pursuance of any request of the other Trust Documents. (e) The Trustee, upon receipt Management Company provided they are not in conflict with the provisions of each resolution, certificate, statement, opinion, report, document, order this Deed or other instrument furnished to the Trustee as shall be specifically required to be furnished Regulations. Whenever pursuant to any provision of this Deed any certificate, notice, direction, instruction or other communication is to be given by the Trust Documents, shall examine such instrument to determine whether it conforms Management Company to the requirements Trustee, the Trustee may accept as sufficient evidence thereof a document signed or purporting to be signed on behalf of the Trust DocumentsManagement Company by any person whose signature the Trustee is for the time being authorized in writing by the Management Company to accept. (f) Neither 10.4 The Trustee shall carry out the Administrative Agent nor instructions of the Management Company in all matters including investment and disposal of the Fund Property, if such instructions are not in conflict with the provisions of this Deed or the Rules or the Regulations or any Beneficiary shall take, or direct applicable law and regulations. 10.5 The instructions may also be given electronically to the Trustee based on distinctive users IDs and passwords allocated to take, any action that (iauthorized person(s) is inconsistent with the purposes of the Trust as set forth Management Company through a computerized system for which both the parties i.e. the Management Company and the Trustee have agreed in Section 2.03 writing. In case of any error or (iiomission occurring in electronic system due to system malfunction or any instruction(s) would result in based on such system contain any error or omission due to the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The Trustee agrees to perform or cause to be performed the obligations of the Trustabove malfunction, the Trustee and the Management Company not knowing the fact, will not be liable therefore and will act in the best interests of the unit holders. 10.6 The Trustee shall carry out the settlements in accordance with the dictates of the specific transactions as instructed by the Management Company unless such instructions are in conflict with the provisions of this Deed and/or the Offering Document(s) and/or the Regulations. 10.7 The Trustee shall, in consultation with the Management Company, from time to time appoint, remove or replace one or more Custodian for performing the Custodian Function at one or more locations, on behalf terms and conditions to be agreed between the Custodian and the Trustee and approved by the Management Company. Provided however, the Trustee may also itself perform Custodian Function for the Trust with the approval of the Management Company at competitive terms, as part of its normal line of business. 10.8 The Trustee shall make available or ensure that there is made available to the Management Company such information and/or reports as the Management Company may reasonably require from time to time in respect of the Fund Property and all other matters relating to the Scheme. 10.9 The Trustee shall issue a report to the Holders included in the annual and second quarter report of the Fund whether in its opinion, the Management Company has in all material respects managed the Fund in accordance with the provisions of the Rules and Regulations and this Deed and if the Management Company has not done so, the respect in which it has not done so and the steps the Trustee has taken in respect thereof. 10.10 The Trustee may require the Auditors to provide such reports as may be considered necessary to facilitate the Trustee in issuing the certification required under the Regulations. The Trustee shall endeavor to provide the certification at the earliest date reasonably possible. 10.11 The Trustee shall authorize and facilitate the Management Company to receive the statements of account for all the scheduled commercial Bank Accounts being operated by the Trustee as a nominee of the Trust; 10.12 The Trustee shall ensure that the methods adopted by the Management Company in calculating the value of Units are adequate to ensure that the sale, issue, re-purchase, redemption and cancellation prices are calculated in accordance with the provisions of this Deed; 10.13 The Trustee shall, if requested by Management Company, institute or defend any suit, proceeding, arbitration or inquiry or any corporate or shareholders’ action in respect of the Fund Property or any part thereof, with full powers to sign, swear, verify and submit pleadings and affidavits, to file documents, to give evidence, to appoint and remove counsel and to do all incidental acts, things and deeds. All reasonable costs, charges and expenses (including reasonable legal fees) incurred in instituting or defending any such action shall be borne by the Trust and the Trustee shall be indemnified against all such costs, charges and expenses: Provided that no such indemnity shall be available in respect of any action taken against the Trustee for negligence or breach of fiduciary duties in connection with its duties as the Trustee under this Deed or the Regulations. The Trustee and the Management Company shall not be liable in respect of any losses, claims, damages or other liabilities whatsoever suffered or incurred by the Trust arising from or consequent to any such suit, proceeding, arbitration or inquiry or corporate or shareholders’ action or otherwise howsoever and (save as herein otherwise provided), all such losses, claims, damages and other liabilities shall be borne by the Trust. 10.14 Neither the Trustee nor the Custodian (if Trustee has appointed another person as Custodian) shall sell or purchase or deal in the sale of any Investment or enter into any other transaction with the Trust (save in the capacity of an intermediary). 10.15 The Trustee shall not be under any liability except such liability as may be expressly assumed by it under the Regulations and this Deed nor shall the Trustee (save as herein otherwise provided) be liable for any act or omission of the Management Company or for anything except its own negligence or willful breach of duty hereunder. If for any reason it becomes impossible or impracticable to carry out the provisions of this Deed the Trustee shall not be under any liability therefore or thereby and it shall not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted to be done in good faith hereunder. Notwithstanding removal/ resignation of Trustee, the Trustee shall remain entitled to the benefit of this Clause. 10.16 The Trustee shall not be liable for any loss caused to the scheme or to the value of the Fund Property due to any elements or circumstances beyond its reasonable control. 10.17 The Trustee shall provide the Management Company with regular reports or other documents issued by the issuers of securities, recipients of any of the Trust funds (as set forth deposits, refunds, distribution of dividends, income, profits, repayment of capital or for any other reason) which are due to be received or , any depository, an intermediary or agent in any Administration Agreement transaction or from any court, government, regulator, stock or other exchange or any other party having any connection with the transaction. The Trustee shall promptly act on any instruction of the Management Company in all such matters relating to recovery of the Fund Property. 10.18 The Trustee shall promptly provide proxies if requested by the Management Company with regard to any voting rights attaching to any investment. 10.19 The Trustee shall be required to adhere to performance standards, as mutually agreed upon between the Management Company and the Trustee, from time to time. 10.20 The Trustee shall ensure that the investment and borrowing limitations set out in the Constitutive Document, the Regulations are complied with. 10.21 The Trustee shall be liable for the acts and omissions of the lenders and its agents in relation to assets forming part of the Fund Property of the Scheme, such assets may be registered in the lender’s name or in that of a nominee appointed by the lender; 10.22 The Trustee shall ensure that the sale, issue, re-purchase, redemption, transfer and cancellation of Units are carried out in accordance with the provisions of the Constitutive Document; 10.23 The Trustee shall arrange for its annual system audited by an Auditor and provide the report of such audit to the Commission and the Management Company, within four months of the close of the financial year of the Trustee. 10.24 The Trustee shall ensure that the Management Company has specified criteria in writing to provide for a diverse panel of brokers at the time of the offering of the Fund and shall also ensure that the Management Company has been diligent in appointing brokers to avoid undue concentration of business with any broker. 10.25 The Trustee shall ensure that Unit Certificates are not issued until subscription money has been received in the Fund. For this purpose the Management Company will provide the trustee with the summary of investment on regular basis. 10.26 The Trustee shall ensure that the methodology and procedures adopted by the Management Company in calculating the value of Units are adequate and the pricing and valuation for sale, issue, repurchase, redemption and cancellation are carried out in accordance with the provisions of this Trust Deed, the Offering Document to and the Regulations and any other regulatory requirement. 10.27 The Trustee shall immediately inform the Commission if any action of the Management Company contravenes the Ordinance, the Rules, the Regulations, Constitutive Documents, guidelines, codes, circulars, directives or any other applicable laws. 10.28 The Trustee shall comply with the directions of the Commission given in the interest of the Unit Holders. 10.29 The Trustee shall ensure that the conditions under which the Trust is a party, on Scheme was registered are complied with. 10.30 “Neither the terms and subject to Trustee or the conditions set forth thereinCustodian (if Trustee has appointed another person as Custodian) nor the Management Company or any of their Connected Persons shall sell or purchase or deal in the sale of any Investment or enter into any other transaction with the Fund (save in the capacity of an intermediary).”. .

Duties and Powers of Trustee. (a) The Trustee undertakes to perform such duties and engage in such activities, and only such duties and activities, as are specified for it in this AgreementMaster Trust Agreement or any SUBI Supplement, as are specifically assigned to it in any other Trust Document Transaction Documents or as may be directed in writing from time to time by the Related Beneficiary in Grantor, by the Servicer or by a manner not contrary to the terms hereof or thereof Certificate Holder, as applicable, from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee on behalf of the Trust, unless applicable law permits the transfer of ownership of a vehicle without an amendment to such vehicle's certificate of title); and (iii) activities ancillary thereto. The Trustee shall have such powers as are necessary and appropriate to the conduct of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement Agreement, any SUBI Supplement and the other Trust any applicable Transaction Documents, neither the Trust nor the Trustee on behalf of the Trust or any Sub-Trust shall: (i) issue interests in or securities of the TrustMaster Trust or any SUBI, other than the UTI, the UTI Certificates, one or more SUBIs and any SUBI Certificates; (ii) borrow money, except from Ryder or the UTI Beneficiaries in connection with funds used to acquire Leases and Vehicles; (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust UTI Assets or SUBI Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of transfer or cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien lien upon any Trust UTI Assets or SUBI Assets. (c) At the direction of the Related Beneficiary or the Administrative Agent, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of record to the Vehicles (and execute and deliver to the Administrative Agent a power of attorney sufficient to allow the Administrative Agent to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Vehicles); (iii) file (or cause to be filed), in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate, notice reports and other required filings; (iv) be the assignee of the original lessor with respect to the Leases; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Trustee's activities. The Administrative Agent or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Agreement[Intentionally Omitted]. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds in accordance with Article Four and the other Trust Documents. (e) The Trustee, upon receipt of each resolution, certificate, statement, opinion, report, document, order or other instrument furnished to the Trustee as shall be specifically required to be furnished pursuant to any provision of the this Master Trust DocumentsAgreement or any SUBI Supplement, shall examine such instrument to determine whether it conforms on its face to the requirements of this Master Trust Agreement or any SUBI Supplement. The Trustee shall have no further duty to investigate the Trust Documentssufficiency of any such instrument. (fe) Neither None of the Administrative Agent nor Servicer, the Grantor or any Beneficiary Certificate Holder shall take, or direct the Trustee to take, any action that (i) is inconsistent with the purposes of the Trust as set forth in Section 2.03 2.04, (ii) is contrary to this Master Trust Agreement, any SUBI Supplement, any Transactional Document or applicable law or (iiiii) would result in the treatment of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (g) The . Each instruction delivered by any Certificate Holder, the Grantor or the Servicer to the Trustee agrees shall certify to perform or cause the Trustee that any actions to be performed taken pursuant to such instruction comply with the obligations terms of the Trust, the Trustee this Section 6.01(e) and the Trustee may rely on behalf of the Trust as set forth in any Administration Agreement or other Trust Document to which the Trust is a party, on the terms such certification and subject instruction without inquiry except to the conditions set forth thereinextent it has actual knowledge to the contrary.

Duties and Powers of Trustee. (a) 18.1 The Trustee undertakes shall comply with the provisions of the Rules and the Constitutive Documents for any act or matter to perform such be done by it in the performance of its duties and engage in such activities, and only such duties and activities, as are specified in this Agreement, in any other Trust Document acts or as matters may also be directed from time to time by the Related Beneficiary in a manner not contrary to the terms hereof or thereof from time to time, including in connection with (i) a Securitized Financing; (ii) sales or pledges of Leases, Vehicles and other Trust Assets to the extent permitted by the terms of the related Securitized Financings (provided that the Certificate of Title to any Vehicle so sold is amended to reflect the transfer of ownership thereof from the Trust or the Trustee performed on behalf of the TrustTrustee by any: (a) officer or responsible official of the Trustee; or (b) nominee or agent appointed by the Trustee with the written approval of the Management Company; provided that the Trustee shall be responsible for the acts and omissions of all persons to whom it may delegate any of its duties as if they were its own acts and omissions and shall account to the Trust for any loss in value of the Trust Property where such loss has been caused by negligence or any reckless or willful act and/or omission of the Trustee or any of its directors, unless applicable law permits officers, nominees or agents. 18.2 The Trustee shall exercise all due diligence and vigilance in carrying out its duties and in protecting the transfer interest of ownership of a vehicle without an amendment to such vehicle's certificate of title); and (iii) activities ancillary theretothe Unit Holders. The Trustee shall have such powers as are necessary and appropriate to the conduct not be under any liability on account of its duties as set forth in this Agreement and any Supplement. (b) Except as otherwise provided in this Agreement and the other Trust Documents, neither the Trust nor anything done or suffered by the Trustee shall: (i) issue interests in good faith in accordance with or securities in pursuance of any request of the Trust, other than Management Company provided they are not in conflict with the UTI, provisions of the UTI Certificates, one or more SUBIs and any SUBI Certificates; (ii) borrow money, except from Ryder Constitutive Documents or the UTI Beneficiaries in connection with funds used to acquire Leases and Vehicles; (iii) make loans; (iv) invest in or underwrite securities; (v) offer securities in exchange for Trust Assets (other than Certificates); (vi) repurchase or otherwise reacquire any Certificate (other than for purposes of cancellation) except as permitted by or in connection with any Securitized Financing; or (vii) grant any security interest in or Lien upon any Trust Assets. (c) At the direction Rules. Whenever of the Related Beneficiary or the Administrative Agent, the Trustee shall undertake the following ministerial activities: (i) apply for and maintain (or cause to be applied for and maintained) all licenses, permits and authorizations necessary or appropriate to carry on its duties as Trustee hereunder in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate; (ii) when required by applicable state law or administrative practice, file (or cause to be filed) applications for Certificates of Title as are necessary or appropriate so as to cause the Trust or the Trustee on behalf of the Trust to be recorded as the holder of legal title of record to the Vehicles (and execute and deliver to the Administrative Agent a power of attorney sufficient to allow the Administrative Agent to so record the Trust or the Trustee on behalf of the Trust as the holder of legal title to such Vehicles); (iii) file (or cause to be filed), in each jurisdiction that the Related Beneficiary or the Administrative Agent deems appropriate, notice reports and other required filings; (iv) be the assignee of the original lessor with respect to the Leases; and (v) pay (or cause to be paid) all applicable taxes and fees properly due and owing in connection with the Trustee's activitiesUnit Holders. The Administrative Agent or the Related Beneficiary, as applicable, shall pay, or make an advance to the Trustee to pay, the costs and expenses of the foregoing, subject to reimbursement to the extent provided in a related Administration Agreement. (d) The Trustee shall establish accounts and receive, maintain, invest and disburse funds not be under any liability on account of anything done or suffered by the Trustee in good faith in accordance with Article Four and or in pursuance of any request of the other Trust Documents. (e) The Trustee, upon receipt Management Company provided they are not in conflict with the provisions of each resolution, certificate, statement, opinion, report, document, order the Constitutive Documents or other instrument furnished to the Trustee as shall be specifically required to be furnished Rules. Whenever pursuant to any provision of this Deed any certificate, notice, direction, instruction or other communication is to be given by the Trust Documents, shall examine such instrument to determine whether it conforms Management Company to the requirements Trustee, the Trustee may accept as sufficient evidence thereof a document signed or purporting to be signed on behalf of the Management Company by person(s) whose signature the Trustee is for the time being authorized in writing by the Management Company to accept. 18.3 The Trustee shall carry out the instructions of the Management Company in all matters including investment and disposition of the Trust DocumentsProperty unless such instructions are in conflict with the provisions of the Constitutive Documents or the Rules and/or any other applicable law. (f) Neither 18.4 The Trustee shall provide to the Administrative Agent nor any Beneficiary shall take, or direct Management Company such information as the Trustee Management Company may require from time to take, any action that (i) is inconsistent with the purposes time in respect of the Trust as set forth in Section 2.03 or (ii) would result Property and all other matters relating to the Trust. 18.5 The Trustee shall report on all matters provided in the treatment Rules including issue to the Unit Holders a report on all matters in which it is required to issue a report under the Constitutive Documents and the Rules to the Unit Holders including a report to be included in the annual report whether in its opinion, the Management Company has in all material respect managed the Trust Property in accordance with the provisions of the Trust for federal income tax purposes as an association (or a publicly traded partnership) taxable as a corporationRules and the Constitutive Documents and if the Management Company has not done so, the respect in which it has not done so and the steps the Trustee has taken in respect thereof. (g) 18.6 The Trustee agrees shall be entitled to perform or cause require the Auditors to provide such reports as may be performed the obligations of the Trust, agreed between the Trustee and the Management Company as may be considered necessary to facilitate the Trustee on behalf in issuing the certification required under the Rules. The Trustee shall endeavor to provide the certification at the earliest date reasonably possible subject to performance of steps mentioned in clause 18.5. 18.7 The Trustee shall if so requested by the Management Company institute or defend any suit, proceeding, arbitration or inquiry or any corporate or share holders action in respect of the Trust as set forth Property or any part thereof. All costs, charges and expenses (including reasonable legal fee) incurred in instituting or defending any Administration Agreement such action shall be on account of the Trust Property and the Trustee shall be (out of the Trust Property) indemnified against all such costs, charges and expenses; provided that no such indemnity shall be given in respect of any action taken against the Trustee for negligence or breach in connection with its duties under this Deed or the Rules. For the avoidance of doubt it is clarified that notwithstanding anything contained in this Deed, the Management Company and Trustee shall not be liable in respect of any losses, claims, damages or other Trust Document to which liabilities whatsoever suffered or incurred by the Trust is a partyarising from or consequent to any such suit, on proceeding, arbitration or inquiry or corporate or share holders action or otherwise howsoever and (save as herein otherwise provided) all such losses, claims, damages and other liabilities shall be borne by the terms and subject to the conditions set forth thereinTrust.