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Exhibit 4.18
EXECUTION COPY
AMENDED AND RESTATED
MASTER COLLATERAL AGENCY AGREEMENT
among
NATIONAL CAR RENTAL SYSTEM, INC.,
as a grantor and as Servicer,
NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP,
as a grantor, as a Financing Source and as a Beneficiary
VARIOUS FINANCING SOURCES PARTIES HERETO,
VARIOUS BENEFICIARIES PARTIES HERETO,
and
CITIBANK, N.A.,
not in its individual capacity but solely
as Master Collateral Agent
Dated as of April 30, 1996
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TABLE OF CONTENTS
Section Page
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ARTICLE I
CERTAIN DEFINITIONS
1.1. Certain Definitions .................................................3
1.2 Interpretation and Construction ....................................14
ARTICLE II
MASTER COLLATERAL AGENT AS LIENHOLDER
FOR THE BENEFICIARIES
2.1. Security Interest ..................................................14
2.2. Designation of Beneficiaries .......................................17
2.3. Redesignation of Beneficiaries .....................................18
2.4. Servicer's Fleet Report ............................................19
2.5. Master Collateral Account ..........................................19
2.6. Certificates of Title ..............................................22
2.7. Release of Collateral ..............................................22
2.8. Power of Attorney ..................................................24
ARTICLE III
THE SERVICER
3.1. Acceptance of Appointment...........................................24
3.2. Servicer Functions .................................................24
3.3. The Servicer Not to Resign .........................................25
3.4. Servicing Rights of Master Collateral Agent ........................26
3.5. Incumbency Certificate .............................................26
ARTICLE IV
THE MASTER COLLATERAL AGENT
4.1. Appointment.........................................................26
4.2. Representations.....................................................29
4.3. Exculpatory Provisions..............................................29
4.4. Limitations on Duties of the Master Collateral
Agent ............................................................30
4.5. Resignation and Removal of Master Collateral
Agent ............................................................33
4.6. Status of Successors to Master Collateral
Agent ............................................................34
4.7. Merger of the Master Collateral Agent...............................34
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Section Page
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4.8. Compensation and Expenses...........................................35
4.9. Stamp, Other Similar Taxes and Filing Fees..........................35
4.10. Indemnification.....................................................35
ARTICLE V
MISCELLANEOUS
5.1. Amendments, Supplements and Waivers.................................36
5.2. Notices.............................................................37
5.3. Headings ...........................................................37
5.4. Severability .......................................................37
5.5. Counterparts........................................................37
5.6. Conflicts with Financing Documents; Reservation
of Rights.........................................................37
5.7. Binding Effect......................................................38
5.8. Governing Law.......................................................38
5.9. Effectiveness.......................................................38
5.10. Termination of Beneficiary..........................................38
5.11. Termination of this Agreement.......................................38
5.12. Assignment by Financing Sources.....................................39
5.13. NFC Related Documents; NFLP's Related
Documents.........................................................39
5.14. No Bankruptcy Petition Against Financing
Sources...........................................................39
5.15. Jurisdiction; Consent to Service of Process.........................39
5.16. Waiver of Jury Trail................................................40
5.17. Insurance Notification..............................................40
EXHIBITS
Exhibit A Supplement
Exhibit B Servicer's Fleet Report
Exhibit C Certificate of Title Locations
Exhibit D Power of Attorney
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AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT
THIS AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT, dated as of
April 30, 1996 (amending and restating the Master Collateral Agency Agreement
dated as of June 7, 1995 (the "Original Agreement")) (as further amended,
supplemented, restated or otherwise modified from time to time, this
"Agreement"), among NATIONAL CAR RENTAL SYSTEM, INC., a Delaware corporation
("National"), as servicer (in such capacity, the "Servicer") and as a grantor,
NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, a Delaware limited
partnership ("NFLP"), as a grantor, THE BANK OF NEW YORK, a New York banking
corporation, not in its individual capacity but solely as trustee for the
benefit of the Noteholders under the NFLP Indenture referred to below (in such
capacity, the "Trustee"), NATIONAL FLEET FUNDING CORPORATION, a Delaware
corporation ("NFC"), GENERAL MOTORS CORPORATION, a Delaware corporation, in its
capacity as Support Credit Enhancer ("GM"), CITIBANK, N.A., a national banking
association ("Citi"), CREDIT SUISSE, a Swiss banking corporation acting through
its New York branch ("Credit Suisse"; and together with NFLP, NFC, GM, Citi and
any other party which from time to time executes a Supplement hereto as a
Financing Source (which may include National) being herein called individually a
"Financing Source" and collectively, the "Financing Sources"), CREDIT SUISSE, a
Swiss banking corporation acting through its New York branch, as collateral
agent under the NFC Collateral Agreement referred to below (in such capacity,
the "NFC Agent" and together with the Trustee, GM, Citi, Credit Suisse and any
other party which from time to time executes a Supplement hereto as a
Beneficiary being herein called individually a "Beneficiary" and collectively,
the "Beneficiaries"), and CITIBANK, N.A., not in its individual capacity but
solely as master collateral agent for the Beneficiaries (in such capacity, the
"Master Collateral Agent").
BACKGROUND
1. The parties to the Original Agreement (such term and all other
capitalized terms used herein having the meanings assigned thereto in Section
1.1 hereof unless otherwise indicated) desire to amend and restate the Original
Agreement in its entirety to provide for, among other things, the addition of
NFLP as a grantor thereunder in connection with the extension of financing by
NFLP to National and the acquisition of Vehicles by NFLP to be leased to
National.
2. National now owns, and will from time to time hereafter acquire or
lease, certain Vehicles for use in its daily domestic rental operations. NFLP
will from time to time acquire and lease
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to National, certain Vehicles for use in National's daily domestic rental
operations.
3. Pursuant to the Financing Documents executed by NFC, (i) NFC has made,
and may from time to time hereafter make loans to National secured by, among
other things, Vehicles and related rights, and (ii) NFC has assigned to the NFC
Agent all such loans and related security.
4. Pursuant to the Financing Documents executed by NFLP, (i) NFLP may
from time to time extend financing to National secured by, among other things,
Vehicles and related rights, and (ii) NFLP has assigned to the Trustee all such
obligations of National and related security.
5. Pursuant to the Financing Documents executed by NFLP, (i) NFLP may
from time to time acquire vehicles and lease such Vehicles to National, and (ii)
NFLP is assigning such lease and granting a security interest in the Vehicles
acquired by it and related security to the Master Collateral Agent hereunder for
the benefit of the Trustee.
6. Pursuant to that certain Supplement to Master Collateral Agency
Agreement dated as of June 7, 1995, each of Citi and Credit Suisse was
designated as a Financing Source and a Beneficiary under the Original Agreement
to secure payment of National's obligations from time to time owing to Citi and
Credit Suisse under the B Support Letter of Credit Reimbursement Agreement,
dated as of June 7, 1995, among National, NFC, Citi and Credit Suisse.
7. (a) Pursuant to that certain Supplement to Master Collateral Agency
Agreement dated as of June 7, 1995, GM was designated as a Financing Source and
a Beneficiary under the Original Agreement to secure payment of National's
obligations from time to time owing to GM under the A Support Reimbursement
Agreement, dated as of June 7, 1995, among National, NFC and GM.
(b) Pursuant to section 2.2 of this Agreement, GM is being designated as a
Financing Source and Beneficiary under this Agreement to secure payment of
National's obligations from time to time owing to GM under the Support
Reimbursement Agreement, dated as of April 30, 1996, between National and GM.
8. Each of National and NFLP may from time to time obtain financing with
respect to Vehicles acquired by it or obtain credit enhancement to support such
financing from other Persons (which Persons providing financing to National will
include NFLP) which are or shall hereafter become parties hereto as Financing
Sources or shall hereafter be named as Beneficiaries with respect to a Financing
Source.
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9. Citibank, N.A. has agreed to act as Master Collateral Agent, and in
its capacity as Master Collateral Agent to be named as the lienholder on the
Certificates of Title for the Vehicles, for the benefit of the Beneficiaries
from time to time.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS
SECTION 1.1. Certain Definitions. As used in this Agreement, the following
terms have the respective meanings set forth below or set forth in another
section hereof or in any other agreement as indicated. Capitalized terms not
otherwise defined herein shall have the meanings assigned to such terms in the
Definitions List attached as Schedule 1 to the Base Indenture as in effect on
the date hereof and as such Schedule 1 may be amended, supplemented or modified
from time to time in accordance with the terms of the Base Indenture (the
"Definitions List").
"Affiliate" means, with respect to any specified Person, another Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with the Person specified. For purposes
of this definition, "control" means the power to direct the management and
policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise; and "controlled" and "controlling"
have meanings correlative to the foregoing.
"Assignment Agreement" means the agreement with respect to each
Manufacturer and its Manufacturer Program, entered into or to be entered into
among NFLP and/or National, as assignor, and the Master Collateral Agent, as
assignee, and acknowledged by such Manufacturer, assigning to the Master
Collateral Agent certain of NFLP's and/or National's right, title and interest
in such Manufacturer's Manufacturer Program as it relates to Vehicles purchased
from such Manufacturer.
"Base Indenture" shall mean the Base Indenture, dated as of April 30, 1996,
as such agreement may be amended, supplemented, restated or otherwise modified
from time to time in accordance with its terms, between NFLP and The Bank of New
York, as Trustee.
"Beneficiary" has the meaning set forth in the preamble.
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"'Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banking institutions in New York, New York, Minneapolis,
Minnesota and in the city in which the Corporate Trust Office is located are
authorized or obligated by law or executive order to be closed.
"Capitalized Cost" means, with respect to each Vehicle, the price paid for
such Vehicle by National or NFLP, as applicable, to the dealer or Manufacturer
selling such Vehicle, as more specifically defined in the Financing Documents
related to a Financing Source.
"Certificate of Title" means, with respect to each Vehicle, the certificate
of title applicable to that Vehicle duly issued in accordance with the
certificate of title act or statute covering that Vehicle.
"Chrysler" means Chrysler Corporation, a Delaware corporation.
"Corporate Trust Office" means the principal corporate trust office of the
Master Collateral Agent, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, Attn: Structured Finance Group, or at such other address as the Master
Collateral Agent may designate from time to time by notice to National.
"Default" means any event of default or amortization event or any default
or any event, act or condition which with the lapse of time or notice or both
would become an event of default or amortization event (other than any scheduled
amortization event) under any of the Financing Documents.
"Depositary Agreement" means the Depositary Agreement, dated as of June 7,
1995, between NFC and Citibank, N.A., as depositary, as the same may be amended,
supplemented or modified from time to time.
"Depreciation Charge" means with respect to any Vehicle which is a Related
Vehicle of a Beneficiary, Depreciation Charge as defined in the Financing
Documents related to such Beneficiary, and if Depreciation Charge is not defined
in such Financing Documents, "Depreciation Charge" means, with respect to any
Vehicle covered by a Repurchase Program, the scheduled daily depreciation charge
set forth by the Manufacturer in its Repurchase Program for such Vehicle
calculated as set forth in such Repurchase Program.
"Designated Vehicle" means a Vehicle owned by NFLP or National with respect
to which the Servicer, National or NFLP has notified the Master Collateral Agent
in writing that such Vehicle has been designated to be exchanged for one or more
Replacement
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Vehicles or released for exchange pursuant to an Exchange Agreement.
"Duff & ▇▇▇▇▇▇" means Duff & ▇▇▇▇▇▇ Credit Rating Co.
"Eligible Investments" means
(a) Government Obligations;
(b) Participation certificates (excluding stripped mortgage
securities which are purchased at prices exceeding their principal amounts)
and senior debt obligations of the Federal Home Loan Mortgage Corporation,
consolidated system wide bonds and notes of the Farm Credit System, senior
debt obligations and mortgage-backed securities (excluding stripped
mortgage securities which are purchased at prices exceeding their principal
amounts) of the Federal National Mortgage Association which, in the case of
mortgage-backed securities, are rated at least AA by S&P and Aa by Moody's
(and, if any securities issued by, or indebtedness of, a Financing Source
is then rated by Duff & ▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇ rates such mortgage-backed
securities, are rated at least AA by Duff & ▇▇▇▇▇▇), senior debt
obligations (excluding securities that have no fixed value and/or whose
terms do not promise a fixed dollar amount at maturity or call date) of the
Student Loan Marketing Association and debt obligations of the Resolution
Funding Corp. (collectively, "Agency Obligations");
(c) Direct obligations of any state of the United States of America
or any subdivision or agency thereof whose short-term unsecured general
obligation debt has ratings from Standard & Poor's of at least A-1 and
Moody's of at least P-1 (and at least D-1 from Duff & ▇▇▇▇▇▇, if any
securities issued by or indebtedness of a Financing Source are then rated
by Duff & ▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇ rates such investment) or any obligation
that has ratings from S&P and Moody's at least equivalent to A-1 and P-1,
respectively (and at least D-1 from Duff & ▇▇▇▇▇▇, if any securities issued
by or indebtedness of a Financing Source are then rated by Duff & ▇▇▇▇▇▇
and Duff & ▇▇▇▇▇▇ rates such investment), and which is fully and
unconditionally guaranteed by any state, subdivision or agency whose
short-term, unsecured general obligation debt has ratings from Standard &
Poor's and Moody's at least equivalent to A-l and P-1, respectively (and at
least D-1 from Duff & ▇▇▇▇▇▇, if any securities issued by or indebtedness
of a Financing Source is then rated by Duff & ▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇
rates such investment);
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(d) Commercial paper maturing in not more that three hundred
sixty-five (365) days and having ratings from Standard & Poor's and Moody's
at least equivalent to A-1 and P-1, respectively (and at least D-1 from
Duff & ▇▇▇▇▇▇, if any securities issued by or indebtedness of a Financing
Source are then rated by Duff & ▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇ rates such
investment);
(e) Deposits, federal funds or bankers acceptances (maturing in not
more that three hundred sixty-five (365) days) of any domestic bank
(including a branch office of a foreign bank which branch office is located
in the United States, provided that the Master Collateral Agent shall have
received a legal opinion or opinions to the effect that full timely payment
of such deposit or similar obligation is enforceable against the principal
office or any branch of such bank), which:
(i) has an unsecured, uninsured and unguaranteed obligation
which has ratings from Standard & Poor's and Moody's at least
equivalent to A-1 and P-1, respectively (and at least D-1 from Duff &
▇▇▇▇▇▇, if any securities issued by or indebtedness of a Financing
Source are then rated by Duff & ▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇ rates such
investment), or
(ii) is the lead bank of a parent bank holding company with an
uninsured, unsecured and unguaranteed obligation meeting the rating
requirements in (i) above;
(f) Deposits of any bank or savings and loan association which has
combined capital, surplus and undivided profits of not less than $100
million, provided such deposits are fully insured by the FDIC, the Banking
Insurance Fund or the Savings Association Insurance Fund;
(g) Investments in a money-market fund which may be a 12b-1 fund as
registered under the Investment Company Act and is rated at least the
equivalent of AAm or AAm-G by Standard & Poor's and P-1 by Moody's (and at
least D-1 from Duff & ▇▇▇▇▇▇, if any securities issued by or indebtedness
of a Financing Source are then rated by Duff & ▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇
rates such investment);
(h) Repurchase agreements with any institution having short-term,
unsecured debt rated at least the equivalent of A-1 by Standard & Poor's
and P-1 by Moody's (and at least D-1 from Duff & ▇▇▇▇▇▇, if any securities
issued by or indebtedness of a Financing Source are then rated by Duff &
▇▇▇▇▇▇ and ▇▇▇▇ & ▇▇▇▇▇▇ rates such investment); and
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(i) Other investment instruments approved in writing by the Majority
Beneficiaries and offered by financial institutions that have a combined
capital and surplus and undivided profits of not less than $250,000,000 and
with respect to which the Master Collateral Agent shall have received
written confirmation of the Rating Agencies that inclusion of any such
investment instrument as an Eligible Investment will not result in the
downgrading or withdrawal of the then current ratings of the Commercial
Paper Notes by the Rating Agencies.
"Eligible Vehicle" means, with respect to each Financing Source, a Vehicle
meeting the requirements for financing under the Financing Documents with
respect to such Financing Source.
"Exchange Agreement" means an agreement among NFLP, National and the
Qualified Intermediary which provides for the assignment by NFLP or National to
the Qualified Intermediary of (i) Exchanged Vehicles, (ii) all Exchanged Vehicle
Repurchase Rights, (iii) all right, title and interest of NFLP or National in,
to and under any contracts for the sale of any Exchanged Vehicle and (iv) all
right, title and interest of NFLP in, to and under any contracts for the
purchase of Replacement Vehicles; provided that any such Exchange Agreement
covering Vehicles financed under any Financing Documents will not become
effective with respect to Vehicles financed under such Financing Documents until
NFLP and National obtain (i) from each Rating Agency written confirmation that
entry into such Exchange Agreement will not result in the reduction or
withdrawal of the then current rating of any outstanding securities or
indebtedness issued by a Financing Source and (ii) opinions of counsel with
respect to perfection, priority and non-consolidation in substantially the same
form as those delivered as of the Closing Date.
"Exchanged Vehicle" means a Designated Vehicle that (i) (a) if subject to a
Repurchase Program, has been accepted for repurchase by the Manufacturer under
the related Repurchase Program or (b) if not subject to a Repurchase Program,
has been sold to a third party, (ii) (a) with respect to which NFLP or National
has received or concurrently receives delivery of one or more Replacement
Vehicles with an aggregate Net Book Value equal to or greater than the
Termination Value of such Designated Vehicle or (b) with respect to which the
release of the lien of the Master Collateral Agent thereon would not cause an
Asset Amount Deficiency to exist and (iii) with respect to which the Lien of the
Master Collateral Agent has been released in accordance with Section 2.7 of this
Agreement; provided that until the NFC Agent provides written notice to the
contrary to the Master Collateral Agent, no Vehicle that is a Related Vehicle
with respect to NFC shall be an Exchanged Vehicle.
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"Exchanged Vehicle Insurance Proceeds" means, with respect to each
Exchanged Vehicle, all payments under insurance policies (whether or not the
Master Collateral Agent is named as the loss payee thereof) or any warranty
payable by reason of loss or damage to, or otherwise with respect to, any
Exchanged Vehicle.
"Exchanged Vehicle Repurchase Rights" means, with respect to each Exchanged
Vehicle that is subject to a Repurchase Program, all right, title and interest
of NFLP or National in, to and under each Repurchase Program associated with any
Exchanged Vehicles, to the extent such right, title and interest relates to such
Exchanged Vehicles, including any amendments thereof and all monies due and to
become due in respect of such Exchanged Vehicle under or in connection with such
Repurchase Program, whether payable as Vehicle repurchase prices, auction sales
proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for
breach of the Repurchase Program or otherwise and all rights to compel
performance and otherwise exercise remedies thereunder.
"Excluded Payments" means the following amounts payable to National or NFLP
pursuant to the Repurchase Programs: (i) all incentive payments payable to
National or NFLP in respect of purchases of Vehicles under the Repurchase
Programs (but not any amounts payable to National or NFLP by a Manufacturer as
an incentive for selling Program Vehicles outside of the related Repurchase
Program), (ii) all amounts payable to National or NFLP as compensation for the
preparation by National or NFLP of newly delivered vehicles under the Repurchase
Programs, (iii) all amounts payable to National or NFLP in reimbursement for
warranty work performed by National or NFLP on the vehicles under the Repurchase
Programs and (iv) all amounts payable to National under Section 6.11 of the
Asset Purchase Agreement, dated as of April 4, 1995 among GM, Old National and
National.
"FDIC" means the Federal Deposit Insurance Corporation.
"Financing Documents" means any and all agreements, instruments and
contracts evidencing or related to any financing arrangement between National
and/or NFLP and a Financing Source providing for the making of loans to National
or NFLP, the purchase of assets, or undivided interests therein, from National
or NFLP, the lease to National of Vehicles, any other arrangement providing for
the financing of the Vehicles, except any agreement to provide financing to a
Qualified Intermediary and all agreements, indentures, instruments and contracts
pursuant to which any Financing Source grants an interest in any portion of the
Master Collateral to a Beneficiary, in any such case, as such agreements,
indentures, instruments and contracts may be amended, supplemented, extended or
otherwise modified from time to time.
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"Financing Source" has the meaning set forth in the preamble.
"Fleet Report" means the monthly report substantially in the form of
Exhibit B hereto required to be delivered by the Servicer to the Master
Collateral Agent pursuant to Section 2.4 hereof.
"GM" means General Motors Corporation, a Delaware corporation.
"GM Guaranty" means the guaranty issued by GM to National, dated as of June
7, 1995, guaranteeing the obligations of Old National under the Vehicle Title
Nominee Agreement.
"Government Obligations" means direct obligations of, or obligations the
timely payment of principal of and interest on which is fully and
unconditionally guaranteed by, the United States of America and U.S. Treasury
REFCORPS.
"Guaranteed Depreciation Program" means a guaranteed depreciation program
pursuant to which a Manufacturer has agreed with National or NFLP to (a) cause
Vehicles manufactured by it or one of its Affiliates that are turned back during
the specified Repurchase Period to be sold at Auction by an auction dealer, (b)
cause the proceeds of any such sale to be paid to National or NFLP, (or NFLP's
Qualified Intermediary) as applicable, by such auction dealer within seven days
of such sale and (c) pay to National or NFLP, as applicable, the excess, if any,
of the guaranteed payment amount with respect to any such Vehicle calculated as
of the Disposition Date in accordance with the provisions of such guaranteed
depreciation program over the amount paid to National or NFLP, as applicable, by
an auction dealer pursuant to clause (b) above.
"Guaranteed Payment" means the amount payable by a Manufacturer under a
Guaranteed Depreciation Program in respect of any particular vehicle.
"Incumbency Certificate" has the meaning set forth in Section 3.5.
"Initial Vehicles" means the Vehicles financed by National under the NFC
Financing Documents on June 9, 1995.
"Intercreditor Agreement" means the Intercreditor and Subordination
Agreement dated as of June 7, 1995 among National, certain subordinated
creditors listed on Schedule A thereto and certain senior creditors listed on
Schedule B thereto, as the same may be amended, supplemented, modified or waived
from time to time.
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"Investment Company Act" means the Investment Company Act of 1940, as
amended.
"Investment Letter" has the meaning set forth in Section 2.5(f) hereof.
"Lien" means, when used with respect to any Person, any interest in any
real or personal property, asset or other right held, owned or being purchased
or acquired by such Person which secures payment or performance of any
obligation, and shall include any mortgage, lien, pledge, encumbrance, charge,
retained security title of a conditional vendor or lessor, or other security
interest of any kind, whether arising under a security agreement, mortgage,
lease, deed of trust, chattel mortgage, assignment, pledge, retention or
security title, financing or similar statement, or notice or arising as a matter
of law, judicial process or otherwise.
"Liquidity Agreement" means the Liquidity Agreement, dated as of June 7,
1995, among NFC, the financial institutions on the signature pages thereof, and
Citibank, N.A., as liquidity agent for such financial institutions, as the same
may be amended, extended, supplemented or modified from time to time.
"Majority Beneficiaries" means, at any time, Beneficiaries (other than
National, if applicable) that hold or represent or act on behalf of Financing
Sources (other than National, if applicable) that hold (including by way of
pledge or assignment) more than 66-2/3% of the outstanding principal amount of
indebtedness of National or NFLP under the Financing Documents at such time
(excluding any such indebtedness held by National or NFLP).
"Manufacturer" means a manufacturer of passenger automobiles and/or light
trucks.
"Master Collateral" has the meaning set forth in Section 2.1
"Master Collateral Account" has the meaning set forth in Section 2.5.
"Master Collateral Agent" has the meaning set forth in the preamble, and
includes any successor to Citibank, N.A. in its capacity as Master Collateral
Agent.
"Moody's" means ▇▇▇▇▇'▇ Investors Services, Inc.
"National Master Collateral" has the meaning set forth in Section 2.1(a).
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"Net Book Value" means, at any time with respect to each Related Vehicle,
such Vehicles Capitalized Cost minus the aggregate Depreciation Charges, if any,
accrued for such Vehicle through the last day of the Related Month and/or as
more specifically calculated in accordance with the Financing Documents for the
related Financing Source.
"NFC" has the meaning set forth in the preamble.
"NFC Agent" has the meaning set forth in the preamble.
"NFC Collateral Agreement" means the Collateral Agreement dated as of June
7, 1995, among NFC, GM, as A support credit enhancer, Citibank, N.A., as agent
for the financial institutions party to the Liquidity Agreement, as depositary
under the Depositary Agreement, as placement agent and as a B support credit
enhancer, Credit Suisse, as a B support credit enhancer, the NFC Agent and CS
First Boston Corporation, as dealer, as the same may be amended, supplemented or
modified from time to time.
"NFC Loan Agreement" means the Loan Agreement, dated as of June 7, 1995,
between NFC and National, as the same may be amended, supplemented or modified
from time to time.
"NFLP" has the meaning set forth in the preamble.
"NFLP Indenture" means the Base Indenture, dated as of April 30, 1996,
between NFLP and the Trustee, incorporating each of the Series Supplements
thereto executed and delivered from time to time, as such Base Indenture or
Series Supplements may be amended, supplemented or modified from time to time.
"NFLP Master Collateral" has the meaning set forth in Section 2.1(b).
"Officer's Certificate" means, with respect to any Person, a certificate
executed by the President, any Vice President, the Secretary, the Treasurer, the
general partner or any other person designated as an authorized officer by the
board of directors of such Person.
"Old National" means National Car Rental System, Inc., a wholly-owned
subsidiary of GM, as seller under that certain Asset Purchase Agreement, dated
as of April 4, 1995, among Old National, NCR Acquisition Corp., as buyer, and
GM.
"Original Agreement" has the meaning set forth in the preamble.
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"Person" means an individual, partnership, corporation, trust or
unincorporated organization, or government or agency or political subdivision
thereof.
"Pro rata" means, at any time as to any interest or amount with respect to
any Beneficiary, a fraction the numerator of which is the then aggregate
indebtedness and other obligations of each of National and NFLP, as applicable,
then owing to the Financing Source relating to such Beneficiary and the
denominator of which is the then aggregate indebtedness and other obligations of
each of National and NFLP, as applicable, then owing to all Financing Sources;
provided, however, that if a Beneficiary must return any amount paid with
respect to such obligations for any reason, such returned amounts shall be
reinstated as obligations for purposes of the foregoing calculation.
"Qualified Institution" means a depositary institution or trust company
(which may include the Master Collateral Agent) organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia; provided, however, that at all times such depositary institution or
trust company is a member of the FDIC and has a short-term debt rating of at
least A-1 by S&P and P-1 by ▇▇▇▇▇' s.
"Qualified Intermediary" means a party designated in an Exchange Agreement
as an intermediary for exchanges of Vehicles by NFLP or National pursuant to
such Exchange Agreement.
"Rating Agencies" means any rating agency, to the extent such agency, at
the request of National or NFLP pursuant to the applicable Financing Documents,
is then rating the outstanding securities or indebtedness of any Financing
Source.
"Related Master Collateral" has the meaning set forth in Section 2.2.
"Related Month" means, with respect to any date, the most recently ended
calendar month.
"Related Vehicles" has the meaning set forth in Section 2.2.
"Replacement Vehicle" means an Eligible Vehicle (i) which is owned by NFLP
or National, (ii) with respect to which the Master Collateral Agent is noted as
the first lienholder on the Certificate of Title therefor, (iii) which is
subject to no Liens other than the Lien of the Master Collateral Agent and (iv)
which (a) has been acquired pursuant to an Exchange Agreement as a Replacement
Vehicle for a Designated Vehicle or Designated Vehicles (b)(1) has a Net Book
Value equal to or greater than the aggregate Termination Value of the Designated
Vehicles or Vehicles which it replaces or (2) has a Net Book Value when
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aggregated with the Net Book Value of one or more other Replacement Vehicles
tendered in exchange for a Designated Vehicle equal to or greater than the
Termination Value for such Designated Vehicle and (c) has been designated on the
Servicer's computer system as a Related Vehicle with respect to the Beneficiary
to which the related Designated Vehicle or Designated Vehicles are designated.
"Repurchase Period" means, with respect to any Vehicle covered by a
Repurchase Program, the period during which such Vehicle may be turned in to the
Manufacturer thereof for repurchase pursuant to the applicable Repurchase
Program.
"Repurchase Program" means a (i) program pursuant to which a Manufacturer
has agreed with National or NFLP to repurchase Vehicles manufactured by it or
one of its Affiliates during the specified Repurchase Period or (ii) a
guaranteed depreciation program pursuant to which a Manufacturer has agreed with
National or NFLP to (a) cause Vehicles manufactured by it or one of its
Affiliates that are turned back during the specified Repurchase Period to be
sold by an auction dealer, (b) cause the proceeds of any such sale to be paid to
National or NFLP (or NFLP's Qualified Intermediary) , as applicable, by such
auction dealer within seven days of such sale and (c) pay to National or NFLP,
as applicable, the excess, if any, of the guaranteed payment amount with respect
to any such Vehicle calculated in accordance with the provisions of such
guaranteed depreciation program over the amount paid to National or NFLP, as the
case may be, by an auction dealer pursuant to clause (b) above.
"Series Supplement" means a supplement to the Base Indenture complying (to
the extent applicable) with the terms of Section 2.3 or Article 11 of the Base
Indenture.
"Servicer" has the meaning set forth in the preamble.
"Standard & Poor's" means Standard & Poor's Structured Ratings Group.
"Supplement" means a supplement to this Agreement, substantially in the
form of Exhibit A hereto.
"Termination Value" means, with respect to any Vehicle, as of any date, an
amount equal to (i) the Capitalized Cost of such Vehicle minus (ii) unless
otherwise deducted in the calculation of "Capitalized Cost", all Depreciation
Charges for such Vehicle accrued prior to such date.
"Trustee" means, initially, The Bank of New York, as trustee under the NFLP
Indenture, or any successor trustee thereunder.
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"Uniform Commercial Code" or "UCC" means, with respect to a particular
jurisdiction, the Uniform Commercial Code, as in effect from time to time in
such jurisdiction, or any successor statute thereto.
"Vehicle" means each passenger automobile or light truck owned by National
or NFLP and purchased, financed or refinanced by National or NFLP with proceeds
obtained from a Financing Source including each Initial Vehicle (or otherwise
evidenced by a Certificate of Title showing the Master Collateral Agent as
lienholder), together with any replacement parts and repairs thereto.
"Vehicle Title Nominee Agreement" means the Vehicle Title Nominee
Agreement, dated as of June 7, 1995, between Old National and National.
SECTION 1.2. Interpretation and Construction. Unless the context of this
Agreement otherwise clearly requires, references to the plural include the
singular, to the singular include the plural and to the part include the whole.
The words "hereof", "herein", "hereunder" and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Unless otherwise stated in this Agreement, in the computation of a
period of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each means "to but
excluding". Sections and other headings contained in this Agreement are for
reference purposes only and shall not control or effect the construction of this
Agreement or the interpretation hereof in any respect. Section, subsection and
exhibit references are to this Agreement unless otherwise specified. As used in
this Agreement, the masculine, feminine or neuter gender shall each be deemed to
include the others whenever the context so indicates.
ARTICLE II
MASTER COLLATERAL AGENT AS LIENHOLDER
FOR THE BENEFICIARIES
SECTION 2.1. Security Interest.
(a) Grant by National. As security for the payment of the respective
obligations from time to time owing by National to each Financing Source (or any
Beneficiary as assignee thereof) under the related Financing Documents, National
hereby (i) confirms its grant, pledge and assignment pursuant to the Original
Agreement and (ii) to the extent not covered under clause (i), hereby grants,
pledges and assigns to the Master Collateral Agent for the benefit of the
Beneficiaries (to the
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extent set forth in Sections 2.2 and 2.3), of a continuing, first priority Lien
on all right, title and interest of National in, to and under the following,
whether existing or acquired as of June 7, 1995 or thereafter (the "National
Master Collateral"):
(i) all Vehicles owned by National and all Certificates of Title with
respect thereto;
(ii) the Master Collateral Account and all funds from time to time
deposited or held therein;
(iii) all investments of funds on deposit in the Master Collateral
Account, and all certificates, instruments and documents related to such
investments;
(iv) each Repurchase Program (other than Excluded Payments) associated
with the Vehicles owned by National to the extent such right, title and
interest relates to such Vehicles, including any amendments thereof and all
monies due and to become due in respect of such Vehicles under or in
connection with each such Repurchase Program whether payable as Vehicle
repurchase prices, auction sales proceeds, fees, expenses, costs,
indemnities, insurance recoveries, damages for breach of the Repurchase
Program or otherwise and all rights to compel performance and otherwise
exercise remedies thereunder;
(v) the Vehicle Title Nominee Agreement;
(vi) the GM Guaranty;
(vii) all payments under insurance policies (whether or not the Master
Collateral Agent is named as the loss payee thereof) or any warranty
payable by reason of loss or damage to, or otherwise with respect to, any
of the Vehicles owned by National; and
(viii) any and all products and proceeds of any of the foregoing;
provided that in no event shall any of the foregoing include any right,
title or interest in the Fleet Finance Agreement or the NFLP Fleet Finance
Agreement and payments made thereunder.
Notwithstanding anything to the contrary contained in this Master Collateral
Agency Agreement, the pledge and security interest granted by National hereunder
is an extension of the pledge and security interest granted under the Original
Agreement.
(b) Grant by NFLP. As security for the payment of the respective
obligations from time to time owing by NFLP to each Financing Source (or any
Beneficiary as assignee thereof) under
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the related Financing Documents, NFLP hereby grants, pledges and assigns to the
Master Collateral Agent for the benefit of the Beneficiaries (to the extent set
forth in Sections 2.2 and 2.3), a continuing, first priority Lien on all NFLP's
right, title and interest in, to and under the following, whether now or
hereafter existing or acquired (the "NFLP Master Collateral" and together with
the National Master Collateral, the "Master Collateral"):
(i) all Vehicles owned by NFLP and all Certificates of Title with
respect thereto;
(ii) the Master Collateral Account and all funds from time to time
deposited or held therein;
(iii) all investments of funds on deposit in the Master Collateral
Account, and all certificates, instruments and documents related to such
investments;
(iv) each Repurchase Program associated with the Vehicles owned by
NFLP to the extent such right, title and interest relates to such Vehicles,
including any amendments thereof and all monies due and to become due in
respect of such Vehicles under or in connection with each such Repurchase
Program (other than Excluded Payments) whether payable as Vehicle
repurchase prices, auction sales proceeds, fees, expenses, costs,
indemnities, insurance recoveries, damages for breach of the Repurchase
Program or otherwise and all rights to compel performance and otherwise
exercise remedies thereunder;
(v) all payments under insurance policies (whether or not the Master
Collateral Agent is named as the loss payee thereof) or any warranty
payable by reason of loss or damage to, or otherwise with respect to, any
of the Vehicles owned by NFLP; and
(vi) all right, title and interest of NFLP in, to and under the
Vehicle Title Nominee Agreement;
(vii) all right, title and interest of NFLP in, to and under the GM
Guaranty;
(viii) any and all products and proceeds of any of the foregoing;
provided that in no event shall any of the foregoing include any right,
title or interest in the Fleet Finance Agreement or the NFLP Fleet Finance
Agreement and payments made thereunder.
Each of National, NFLP, each Financing Source and each Beneficiary hereby
authorizes the Master Collateral Agent to be named as the first lienholder on
the Certificates of Title for
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the Vehicles (other than the Initial Vehicles), in a representative capacity, as
Master Collateral Agent for the Beneficiaries. The Master Collateral Agent
agrees that all of its right, title and interest in and to the Master Collateral
shall be solely for the respective benefit of each Beneficiary.
Each Financing Source and each Beneficiary hereby directs the Master
Collateral Agent to execute and deliver as of the date set forth therein in its
capacity as Master Collateral Agent hereunder each Assignment Agreement
hereafter entered into by National or NFLP.
SECTION 2.2. Designation of Beneficiaries. Each of the NFC Agent, the
Trustee, GM, Citi, Credit Suisse and any party which from time to time executes
a Supplement as a beneficiary is hereby designated as the Beneficiary with
respect to the Vehicles designated on the Servicer's computer system as Vehicles
acquired by or financed with the proceeds advanced by the related Financing
Source or as otherwise provided in a Supplement with respect to such Beneficiary
("Related Vehicles") and the other Master Collateral related thereto (the
"Related Master Collateral"). The designation of Related Vehicles with respect
to each Beneficiary on the Servicer's computer system shall be considered prima
facie evidence of such Beneficiary's rights with respect to such Related
Vehicles and the Related Master Collateral. If at any time a Beneficiary
reasonably believes that such designation by the Servicer is incorrect, it may
dispute such designation by delivering a written notice to the Master Collateral
Agent setting forth its claim as to the correct designation of its Related
Vehicles (each a "Redesignation"). The Master Collateral Agent shall, promptly
upon receipt of such notice, distribute a copy thereof to National, NFLP, each
Financing Source and each Beneficiary (other than the Beneficiary disputing the
Servicer's designation of Related Vehicles). Each such Financing Source and
Beneficiary shall, within 10 Business Days of receipt of such notice from the
Master Collateral Agent, notify the Master Collateral Agent in writing as to
whether it consents to the disputing Beneficiary's Redesignation. If the Master
Collateral Agent receives written notice from each such Beneficiary and
Financing Source containing its consent to the disputing Beneficiary's
Redesignation within the period set forth above, it shall promptly notify the
Servicer and the Servicer shall effect such Redesignation. Each Beneficiary
shall be entitled to the benefits of this Agreement only with respect to its
Related Vehicles and Related Master Collateral. No Beneficiary shall have any
interest in (i) any Vehicle which is not a Related Vehicle as to such
Beneficiary, or (ii) any funds in the Master Collateral Account that are
proceeds of any Vehicle which is not a Related Vehicle as to such Beneficiary,
(iii) rights under any Repurchase Program with respect to any Vehicle which is
not a Related Vehicle as to such Beneficiary or
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(iv) any other Master Collateral which is not Related Master Collateral as to
such Beneficiary, in each case regardless of the time, order, manner or nature
of attachment or perfection of security interests in Vehicles (including the
giving of or failure to give any purchase money security interest or other
notice, or the order of filing financing statements), or any provision of the
Uniform Commercial Code, the federal Bankruptcy Code, or other applicable law.
SECTION 2.3. Redesignation of Beneficiaries. Each of National and NFLP may,
from time to time (i) finance additional Vehicles with proceeds from a Financing
Source, and/or (ii) refinance Vehicles then owned by it and financed by a
Financing Source with proceeds from a different Financing Source. In connection
therewith, the Servicer shall designate on its computer system the Financing
Source the proceeds of which are used to finance or refinance such Vehicles,
and, upon repayment of the Financing Source in the case of refinanced Vehicles
(x) such Vehicles shall automatically constitute Related Vehicles of the
Beneficiary related to such Financing Source, and (y) in the case of a
refinancing, such Vehicles shall cease to be Related Vehicles of the Beneficiary
related to the previous Financing Source. Notwithstanding the foregoing, in
connection with a refinancing the right of the Servicer to designate Vehicles
that will cease to be Related Vehicles with respect to a Beneficiary, shall be
subject to the conditions that immediately after giving effect to such
designation:
(a) no Default shall exist under the Financing Documents related to
such Beneficiary (provided, however, that the Servicer shall have the right
to make such designation for the purpose of curing such Default); and
(b) such Beneficiary shall have designated to it Related Vehicles
with a collateral value (as determined under the Financing Documents
relating to the Financing Source with respect to such Beneficiary) not less
than the collateral value required in such Financing Documents to support
the outstanding loans or securities issued under such Financing Documents.
Each designation or redesignation by the Servicer shall automatically constitute
a representation and warranty for the benefit of such Beneficiary that the
conditions in Sections 2.3(a) and 2.3(b) have been met and that all Related
Vehicles of a Beneficiary meet the eligibility criteria set forth in the
relevant Financing Documents and that, in the case of refinanced Vehicles, the
loans or securities of the original Financing Source with respect to such
refinanced Vehicles have been repaid. Such Vehicles shall be redesignated at
their Net Book Value calculated in accordance with the Financing Documents
relating to
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the Financing Source with respect to the applicable Beneficiary. Except as
provided in Section 2.5(c), no Beneficiary shall have any interest in any
Vehicle or other Master Collateral for which it is no longer designated as the
Beneficiary, it being understood that, subject to the satisfaction of the
conditions set forth in Sections 2.3(a) and 2.3(b) and repayment of the loans or
securities of the original Financing Source with respect to refinanced Vehicles,
any such redesignation shall automatically constitute a release by such
Beneficiary of any interest therein.
SECTION 2.4. Servicer's Fleet Report. Within 20 days after the end of each
calendar month, the Servicer shall furnish to the Master Collateral Agent a
report (which may be on diskette, magnetic tape or other electronic medium
acceptable to the Master Collateral Agent) substantially in the form of Exhibit
B ("Fleet Report") showing for each Beneficiary as of the last day of such
calendar month and after giving effect to the most recent redesignation of
Vehicles (i) the Related Vehicles designated to such Beneficiary identified by
the vehicle identification numbers with respect to such Related Vehicles, (ii)
whether such Related Vehicles are owned by National or NFLP and (iii) the
Capitalized Cost and Net Book Value of such Related Vehicles (calculated in
accordance with the Financing Documents relating to the applicable Financing
Source). The Master Collateral Agent shall make the Fleet Report available for
inspection by any Beneficiary at the Corporate Trust Office, during normal
business hours, upon such Beneficiary's written request.
SECTION 2.5. Master Collateral Account. (a) The Master Collateral Agent
shall establish and maintain in the name of Master Collateral Agent for the
benefit of the Beneficiaries, or cause to be established and maintained, an
account (the "Master Collateral Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the respective benefit
of each Beneficiary. The Master Collateral Account shall be maintained (i) with
a Qualified Institution, or (ii) as a segregated trust account with the
corporate trust department of a depository institution or trust company having
corporate trust powers so long as such institution has a credit rating for its
unsecured long-term debt not lower than Baa3 by ▇▇▇▇▇'▇ and not lower than
investment grade by Standard & Poor's. If the Master Collateral Account is not
maintained in accordance with the previous sentence, then within 10 Business
Days of obtaining knowledge of such fact, the Master Collateral Agent shall
establish a new Master Collateral Account which complies with such sentence and
transfer into the new Master Collateral Account all funds from the
non-qualifying Master Collateral Account. Initially, the Master Collateral
Account will be established with the Master Collateral Agent.
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(b) National or NFLP may enter into an Exchange Agreement with respect to
Vehicles owned by each of them respectively, an interest in which has been
pledged hereunder; provided that the conditions to effectiveness of any such
Exchange Agreement with respect to such Vehicles specified in the definition
thereof shall have been satisfied. National or NFLP may designate certain
Vehicles as Designated Vehicles to be exchanged, pursuant to an Exchange
Agreement, for one or more Replacement Vehicles. Upon receiving either (i) the
required Replacement Vehicle or Replacement Vehicles as Master Collateral and
confirming their compliance with the requirements set forth in the definition of
"Replacement Vehicle" by receipt of Vehicle Orders and a Vehicle Acquisition
Schedule covering such Replacement Vehicle or Vehicles, or (ii) written
confirmation from the Servicer, dated not more than seven days prior to the
requested release date, to the effect that the release of the Master Collateral
Agent's Lien on such Designated Vehicle and on any Exchanged Vehicle Repurchase
Rights and sales proceeds with respect thereto will not result in the Required
Asset Amount (calculated on such date) exceeding the Aggregate Asset Amount
(calculated on such date, giving effect to all increases in the Ineligible Asset
Amount through such date), the Master Collateral Agent shall release its Lien on
the related Designated Vehicle in accordance with Section 2.7 hereof, and such
Designated Vehicle shall become an Exchanged Vehicle. All proceeds related to
Exchanged Vehicles, whether sale proceeds, amounts due under a Repurchase
Program, or payments from Manufacturers in respect of turned-back Exchange
Vehicles sold at Auction shall no longer be part of the Master Collateral and
shall not be required to be deposited into the Master Collateral Account.
(c) The Servicer and NFLP, as applicable, shall cause payments (i)
representing amounts payable under Repurchase Programs (including Guaranteed
Payments, but not including other proceeds from sales of Program Vehicles at
Auction or amounts payable by Manufacturers under a Repurchase Program with
respect to Exchanged Vehicles) and (ii) relating to the other Master Collateral
(other than sale proceeds from sales of Vehicles other than to or through a
Manufacturer under its Repurchase Program, insurance proceeds and warranty
payments with respect to Vehicles and any amounts payable with respect to
Exchanged Vehicles) to be made directly to the Master Collateral Agent for
deposit into the Master Collateral Account; provided that in the event any
Exchange Agreement is entered into by NFLP and National, a Manufacturer may
cause payments representing amounts payable under Manufacturer Programs
(including Guaranteed Payments) to be deposited into a Master Deposit Account
for further allocation and deposit to (a) the applicable Exchange Account with
respect to such payments relating to Exchanged Vehicles and (b) to the Master
Collateral Account with respect to all other such payments. Within two Business
Days of receipt thereof in
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available funds, National or NFLP will deposit into the Master Collateral
Account proceeds received by National or NFLP from (i) sales of Vehicles other
than to or through a Manufacturer under its Repurchase Program, (ii) sales of
Vehicles at Auction, and (iii) insurance proceeds and warranty payments received
by National or NFLP during the continuance of a default or amortization event
with respect to any Financing Source under its Financing Documents. Each of
National and NFLP will designate the Master Collateral Agent as loss payee on
its physical damage and comprehensive insurance policies on the Vehicles. The
Master Collateral Agent shall promptly notify the Servicer when funds are
deposited in the Master Collateral Account and promptly thereafter, but in no
event more than seven days after the receipt of funds by National or any
Financing Source or receipt of such notice from the Master Collateral Agent, as
the case may be, the Servicer shall instruct the Master Collateral Agent in
writing (upon which instruction the Master Collateral Agent is entitled to
conclusively rely) as to (i) the amount thereof which represents payments
arising from the Related Vehicles and Related Master Collateral of each
Beneficiary and (ii) upon the occurrence and during the continuance of a Default
and as needed under clauses (c) and (d) below, the dollar amount thereof that is
derived from the National Master Collateral and the NFLP Master Collateral,
respectively. The Master Collateral Agent shall promptly after receipt of
instructions from the Servicer (upon which instructions the Master Collateral
Agent may conclusively rely), distribute or cause to be distributed to each
Beneficiary the funds in the Master Collateral Account representing payments
arising from the Related Vehicles and Related Master Collateral of such
Beneficiary to an account previously specified in writing by such Beneficiary to
the Master Collateral Agent, provided, however, that the Servicer shall not
direct the Master Collateral Agent to so remit an amount in respect of National
Master Collateral or NFLP Master Collateral, as the case may be, that would
exceed the amount required to pay all amounts owing to such Beneficiary or to
the Financing Source related to such Beneficiary by National and NFLP,
respectively.
(d) At such time as no further distributions from National or NFLP (as
applicable) to a Financing Source, pursuant to the Financing Documents, are
required or will be required to be made to a Beneficiary pursuant to Section
2.5(b), all remaining funds allocated to such Beneficiary in the Master
Collateral Account shall be distributed to National or NFLP, as their interests
appear upon the written direction of the Servicer.
(e) If at any time the Master Collateral Agent or the Servicer shall
receive any funds to which it is not entitled pursuant to the provisions of this
Agreement, the Servicer shall so advise the Master Collateral Agent (upon which
advice the Master Collateral Agent may conclusively rely) and the Master
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Collateral Agent or the Servicer, as the case may be, shall forthwith take
reasonable steps to ensure that such funds are remitted to the Person so
entitled thereto, such remittance to be made promptly after determination
thereof.
(f) The Servicer may instruct (upon which instruction the Master Collateral
Agent may conclusively rely) the Master Collateral Agent to invest funds on
deposit in the Master Collateral Account in Eligible Investments. Such
investment instructions may be given by any employee of the Servicer as to whom
a National Agent has notified the Master Collateral Agent in writing that such
employee is authorized to deliver such instructions. If the Master Collateral
Agent does not receive instructions from the Servicer prior to 11:00 a.m. on any
day as to the distribution or investment of any funds in the Master Collateral
Account then the Master Collateral Agent shall invest such funds in Eligible
Investments set forth in a letter (the "Investment Letter") previously delivered
by the Servicer to the Master Collateral Agent. All such investments shall be
redeemable or mature on the next Business Day. The Master Collateral Agent shall
not be responsible for any losses incurred on any investments made pursuant to
this paragraph (f).
SECTION 2.6. Certificates of Title. The Servicer shall hold all
Certificates of Title, in trust, as agent of, and custodian for, the Master
Collateral Agent. The Servicer shall (i) hold all such Certificates of Title,
under lock and key, in a safe fireproof location at one or more of the offices
specified in Exhibit C (as the same may be from time to time revised by the
Servicer on 30 days' prior written notice to the parties hereto), and (ii) not
release or surrender any Certificate of Title except in accordance with this
Agreement (and in any event not release or surrender any of the Certificates of
Title other than Certificates of Title as to which the Lien of the Master
Collateral Agent has been released in accordance with this Agreement). The
Servicer shall cause the Certificates of Title with respect to each Vehicle
owned by National (other than the Initial Vehicles) to show National, and each
Vehicle owned by NFLP (other than the Initial Vehicles) to show NFLP, as the
registered owner and Citibank, N.A., as agent, as the first lienholder, at the
address referred to in the next sentence. The Master Collateral Agent has
established a post office box in New York City to be used exclusively as its
address as first lienholder noted on the Certificates of Title. The Master
Collateral Agent shall, on a semi-weekly basis, forward to the Servicer at its
address set forth in Section 5.2 hereof, all Certificates of Title received at
such post office box address titled in the name of National or in the name of
NFLP.
SECTION 2.7. Release of Collateral. (a) Upon receiving the required items
specified in clause (i) or (ii) of Section
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2.5(b) hereof, and upon satisfaction of the following conditions precedent
immediately prior to the release of such Lien: (I) such Designated Vehicles
satisfy all the requirements specified in clause (ii) of the definition of
"Exchanged Vehicle", (II) no Amortization Event, Liquidation Event of Default or
Limited Liquidation Event of Default has occurred and is continuing, (III) all
conditions precedent, if any, specified in any Financing Document with respect
to the release of the related Beneficiary's Lien on such Designated Vehicle have
been satisfied, the Lien of the Master Collateral Agent on a Designated Vehicle,
and on any Exchanged Vehicle Repurchase Rights related thereto and on any sales
proceeds with respect to Exchanged Vehicles that are not subject to a Repurchase
Program will be automatically released.
(b) The Master Collateral Agent hereby grants to the Servicer a power of
attorney, with full power of substitution, to take any and all actions, in the
name of the Master Collateral Agent, (i) to note the Master Collateral Agent as
the holder of a first lien on the Certificates of Title, and/or otherwise ensure
that the first Lien shown on any and all Certificates of Title (other than any
Certificate of Title relating to an Initial Vehicle) is in the name of the
Master Collateral Agent, (ii) to release the Master Collateral Agent's Lien on
any Certificate of Title in connection with the sale or disposition of the
related Vehicle permitted pursuant to the provisions of the Financing Documents
relating to such Vehicle; and (iii) to release the Master Collateral Agent's
Lien on any Certificate of Title with respect to any Vehicle which is not a
Related Vehicle with respect to any Beneficiary. Nothing in this Agreement shall
be construed as authorization from the Master Collateral Agent to the Servicer
to release any Lien on the Certificates of Title except upon compliance with
this Agreement.
(c) Each Beneficiary may cause the Master Collateral Agent to terminate the
power of attorney referred to in Section 2.7(a) (including the related power
granted under Section 2.8) with respect to such Beneficiary's Related Vehicles
after the occurrence, and during the continuance, of a Default (after giving
effect to any cure period or grace period) under the Financing Documents
relating to the Financing Source with respect to such Beneficiary by giving
written notice to such effect to the Servicer and the Master Collateral Agent.
The Master Collateral Agent agrees that upon receipt of any such notice it shall
promptly terminate such power of attorney by giving written notice to such
effect to the Servicer and National. The Master Collateral Agent will follow the
direction (upon which direction the Master Collateral Agent may conclusively
rely) of the Servicer to release liens on Vehicles unless a contrary direction
is received from a Financing Source or Beneficiary or if the
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Financing Documents require direction to be given by another party.
The Servicer will, upon request of the Master Collateral Agent, provide the
Master Collateral Agent or any applicable Beneficiary with a list of Vehicles as
to which the Lien of the Master Collateral Agent has been released during the
Related Month. In connection with any release permitted under this Section 2.7,
the Master Collateral Agent and each Beneficiary agrees to execute such further
documents, if any, as may be reasonably requested by the Servicer to effect such
release.
SECTION 2.8. Power of Attorney. To further evidence the power of attorney
referred to in Section 2.7, the Master Collateral Agent agrees that upon request
of the Servicer it will execute a separate power of attorney substantially in
the form of Exhibit D.
ARTICLE III
THE SERVICER
SECTION 3.1. Acceptance of Appointment. The Master Collateral Agent hereby
appoints National and National hereby agrees to act as the initial Servicer
under this Agreement. Each Financing Source and each Beneficiary hereby appoints
National to act as Servicer.
SECTION 3.2. Servicer Functions. The Servicer shall service and administer
the Vehicles, and without limitation of the foregoing, the Servicer shall: (i)
cause the Master Collateral Agent to be shown as the first lienholder on all
Certificates of Title (other than Certificates of Title relating to the Initial
Vehicles), (ii) in accordance with the requirements of the Financing Documents
related to a Financing Source and as applicable thereunder, either (a) designate
Vehicles as Related Vehicles on its computer system in accordance with Sections
2.2 and 2.3 hereof such that after giving effect thereto each Beneficiary shall
have designated to it Related Vehicles that have been purchased, financed or
refinanced with funds provided from the Financing Source or as otherwise
provided in a Supplement with respect to such Beneficiary, or (b) designate
Vehicles as Related Vehicles on its computer system in accordance with Sections
2.2 and 2.3 hereof such that after giving effect thereto each Beneficiary shall
have designated to it Related Vehicles with a collateral value (as determined
under the relevant Financing Documents relating to the Financing Source with
respect to such Beneficiary) not less than the collateral value required in such
Financing Documents to such Beneficiary to support the outstanding loans or
securities issued under such
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Financing Documents, (iii) direct payments due under the Repurchase Programs
(other than payments with respect to Exchanged Vehicles) and payments with
respect to other Master Collateral (other than insurance proceeds, warranty
payments, amounts payable to NFLP with respect to Exchanged Vehicles and sales
proceeds from sales of Vehicles to third parties (other than under any related
Repurchase Program) or insurance proceeds in respect of Vehicles received
directly by the Servicer) to be deposited directly to the Master Collateral
Account by the Manufacturers and related auction dealers in accordance with this
Agreement and deposit into the Master Collateral Account sale proceeds
(including amounts paid to the Servicer by a Manufacturer as a result of the
Servicer's sale of such Vehicle outside such Manufacturer's Repurchase Program)
or insurance proceeds in respect of the Vehicles (other than Exchanged Vehicles)
received directly by the Servicer, within two Business Days of the Servicer's
receipt thereof, (iv) except as otherwise permitted under the applicable
Financing Documents, turn in Vehicles owned by National and NFLP and covered by
Repurchase Programs to the relevant Manufacturer within the applicable
repurchase period and comply with all of its obligations under the Repurchase
Programs, (v) furnish the Servicer's Fleet Report as provided in Section 2.4,
(vi) instruct the Master Collateral Agent to make distributions, withdrawals and
payments from the Master Collateral Account in accordance with Section 2.5(b),
2.5(c) and 2.5(d), (vii) execute and deliver, for the benefit of the
Beneficiaries, any and all documents with respect to the Vehicles and the
Repurchase Programs and, to the extent permitted under and in compliance with
applicable law and regulations, to commence enforcement proceedings with respect
to such Repurchase Programs, (viii) perform the functions described in Section
2.7, and (ix) otherwise administer and service Vehicles in accordance with the
Financing Documents. The Servicer shall have full power and authority, acting
alone or through any party properly designated by it hereunder, to do any and
all things in connection with its servicing and administration duties which it
may deem necessary or desirable to accomplish such servicing and administration
duties and which does not materially adversely affect the interests of any
Beneficiary or the likelihood of repayment of the indebtedness to the Financing
Sources unless otherwise prohibited by applicable Financing Documents. Nothing
in this Agreement shall at any time prevent the Servicer from in good faith
taking any action to assure that its systems and records relating to the
Vehicles and the Financing Sources are at all times accurate.
SECTION 3.3. The Servicer Not to Resign. Without the prior written consent
of the Master Collateral Agent, each of the Beneficiaries and the Rating
Agencies, the Servicer shall not resign from the obligations and duties hereby
imposed on it hereunder.
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SECTION 3.4. Servicing Rights of Master Collateral Agent. If the Servicer
shall fail to perform any of its obligations hereunder, which failure adversely
affects one or more Beneficiaries, the Master Collateral Agent, at the direction
and at the expense of the Beneficiaries so adversely affected thereby, shall
take such action or cause such action to be taken (pursuant to Section 4.1(d)),
to perform such obligations as shall be so directed by such Beneficiaries,
whereupon the Master Collateral Agent shall have full right and authority to
take or cause to be taken such action so directed, provided, that, such action
or direction is permitted by the related Financing Documents or this Agreement.
SECTION 3.5. Incumbency Certificate. With the delivery of this Agreement
and from time to time thereafter, each of National and NFLP shall furnish to the
Master Collateral Agent a certificate (each, an "Incumbency Certificate")
certifying as to the incumbency and specimen signatures of officers of National,
NFLP and the Servicer, respectively (the "National Agents") authorized to act,
and to give instructions and notices, on behalf of National, NFLP and the
Servicer, respectively, hereunder. Until the Master Collateral Agent receives a
subsequent Incumbency Certificate, the Master Collateral Agent shall be entitled
to rely on the last such National Incumbency Certificate delivered to it for
purposes of determining the authorized National Agents.
ARTICLE IV
THE MASTER COLLATERAL AGENT
SECTION 4.1. Appointment. (a) Each Financing Source and each Beneficiary,
by its execution of this Agreement, appoints Citibank, N.A. as its Master
Collateral Agent under and for purposes of this Agreement. Each Financing Source
and each Beneficiary authorizes the Master Collateral Agent to act on behalf of
such Financing Source and Beneficiary under this Agreement and, in the absence
of other written instructions from a Beneficiary with respect to its Related
Vehicles and Related Master Collateral as may be received from time to time by
the Master Collateral Agent (with respect to which the Master Collateral Agent
agrees that it will comply), subject to the other provisions of this Article IV,
to exercise such powers hereunder as are specifically delegated to or required
of the Master Collateral Agent by the terms hereof and to exercise such powers
as are provided to each Financing Source and Beneficiary with respect to its
Related Vehicles and other Related Master Collateral under the related Financing
Documents and with such powers as may be reasonably incidental thereto. The
Master Collateral Agent is hereby irrevocably appointed the true and
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lawful attorney-in-fact of each of the Beneficiaries' in its name and stead, for
such purposes as are necessary or desirable to effectuate the provisions of this
Agreement, including, without limitation, in exercising remedies upon or
otherwise dealing with the Master Collateral. Each such power of attorney is
irrevocable and coupled with an interest.
(b) If any Beneficiary represents to the Master Collateral Agent that it
has the right to act with respect to its related Master Collateral pursuant to
its related Financing Documents, then the Master Collateral Agent shall exercise
any and all rights, remedies, powers and privileges available to such
Beneficiary with respect to its related Master Collateral to the extent and in
the manner directed by such Beneficiary, at such Beneficiary's expense and
subject to the other provisions of this Agreement (including without limitation
Section 4.4(g)), as permitted under the related Financing Documents, including,
without limitation, the transmission of notices of default, repossession of
Related Vehicles, and the institution of legal or administrative actions or
proceedings. Each of National, NFLP, the Beneficiaries and the Financing Sources
agrees that the Master Collateral Agent may exercise such rights, remedies,
powers and privileges in lieu of a Beneficiary in accordance with the preceding
sentence and agrees that National or NFLP shall reimburse the Master Collateral
Agent for such enforcement expenses only to the same extent that it would be
obligated to reimburse the applicable Beneficiary for such enforcement expenses
pursuant to the related Financing Documents.
(c) Instructions given to the Master Collateral Agent by any Beneficiary
shall comply (and delivery of any such instructions by a Beneficiary to the
Master Collateral Agent shall be deemed to be a representation and warranty by
such Beneficiary that such instructions comply) with the Financing Documents of
such Beneficiary.
(d) The Master Collateral Agent may at any time delegate any duties or
obligations hereunder (including, but not limited to, any duties or obligations
arising pursuant to Section 3.4 or 4.1(b) hereof) to any Person who agrees to
conduct such duties in accordance with the terms hereof. Any such delegation
shall not constitute a resignation within the meaning of Section 4.5 hereof and
the Master Collateral Agent shall not be liable for the acts or omissions of
such Persons so long as such Persons are selected with reasonable care. If any
such delegation occurs, notification thereof shall be given to the Servicer, the
Beneficiaries and the Rating Agencies.
(e) The Master Collateral Agent hereby delegates its duty to enforce the
Vehicle Title Nominee Agreement to the Servicer and grants the Servicer all
necessary power and authority to take
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all lawful action to enforce the rights assigned to the Master Collateral Agent
hereunder with respect to the Vehicle Title Nominee Agreement; provided,
however, that such delegation shall be deemed to be revoked after the
occurrence, and during the continuance, of a Default (after giving effect to any
cure period or grace period) under the Financing Documents relating to a
Financing Source to which rights under the Vehicle Title Nominee Agreement have
been pledged as collateral. In addition, the Servicer hereby agrees to take any
and all lawful and commercially reasonable action it is directed to take, by
written instruction from the Master Collateral Agent, with respect to the
Vehicle Title Nominee Agreement. To the extent the Servicer fails to so act
within a reasonable period of time, the Master Collateral Agent may itself take
such actions as it has directed the Servicer to take with respect to the Vehicle
Title Nominee Agreement.
(f) If, at the time a Default exists under the Financing Documents related
to a Beneficiary, the Master Collateral Agent shall default in its obligation to
exercise the rights, remedies, powers or privileges of a Beneficiary with
respect to its Master Collateral in accordance with the direction of such
Beneficiary (including any rights under Sections 3.4 or 4.1(b), the Master
Collateral Agent shall, upon the written request of such Beneficiary, assign to
such Beneficiary the Master Collateral Agent's security interest in such
Beneficiary's Master Collateral and shall execute those instruments and
documents necessary to effectuate such assignment (including, if necessary, the
execution of documents necessary to change the name of the first lienholder on
Certificates of Title for such Beneficiary's Related Vehicles to such
Beneficiary or its agent or assignee) and such Beneficiary may thereafter direct
that payments that would otherwise be paid into the Master Collateral Account
with respect to its Related Vehicles be paid to another account permitted by the
applicable Financing Documents.
(g) The Master Collateral Agent will, semi-annually, beginning no earlier
than August 28, 1996, cause a title check to be performed on 2% of all Related
Vehicles at such time pursuant to Section 9.14 of the NFC Loan Agreement (at the
expense of National) and any nationally recognized independent auditor shall be
deemed to be a Person acceptable to the Agent to perform such title check
pursuant to such Section. National shall instruct such Person to perform such
title check in a manner that reflects the geographic distribution (by state of
titling) of the Related Vehicles for which the NFC Agent is then designated as a
Beneficiary.
(h) Citibank, N.A., in its individual or in any other capacity, may be a
Beneficiary hereunder and as such shall be entitled to all of the protections
and rights of a Beneficiary
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under this Agreement without regard to its capacity as Master Collateral Agent
hereunder.
(i) Upon receipt by the Master Collateral Agent from a Manufacturer of any
information pertaining to payments made by such Manufacturer or an auction
dealer to the Master Collateral Account in connection with any Repurchase
Program, the Master Collateral Agent shall provide such information to National.
SECTION 4.2. Representations. Citibank, N.A. hereby represents and warrants
that (i) it is a national banking association having trust powers duly
incorporated, validly existing and in good standing under the laws of the United
States and it has all requisite corporate power and authority to enter into and
perform its obligations under this Agreement and (ii) the execution, delivery
and performance by it of this Agreement have been duly authorized by all
necessary corporate action on its part, and this Agreement is the legal, valid
and binding obligation of Citibank, N.A., enforceable against it in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally and by the application of equitable principles.
SECTION 4.3. Exculpatory Provisions. The Master Collateral Agent makes no
representations as to the value or condition of the Master Collateral or any
part thereof, the status or designation of any Vehicle as a Related Vehicle to
any Beneficiary pursuant to Section 2.2 hereof, as to the title of National or
NFLP thereto, as to the protection afforded by this Agreement, as to any
statements, representations or warranties made by any other Person in or in
connection with this Agreement or any Financing Document, as to the validity,
execution (except its own execution), enforceability, priority, perfection,
legality or sufficiency of this Agreement or any Financing Document or any
documents or instruments referred to therein, or the sufficiency or
effectiveness or perfection or priority of any Lien on any collateral described
in this Agreement, or as to the validity or collectibility of any obligation
contemplated by this Agreement, and the Master Collateral Agent shall incur no
liability or responsibility in respect of any such matters. The Master
Collateral Agent shall not be responsible for insuring the Master Collateral or
for the payment of taxes, charges, assessments or Liens upon the Master
Collateral or for perfecting or maintaining the perfection of its security
interest in the Master Collateral purported to be granted hereby or otherwise as
to the maintenance of the Master Collateral. Any reference herein to actual
knowledge of the Master Collateral Agent shall mean actual knowledge of an
officer of the Master Collateral Agent assigned to and working in its Corporate
Trust Office or such other department as the Master Collateral Agent may
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designate from time to time in a notice to National, NFLP and the Beneficiaries.
SECTION 4.4. Limitations on Duties of the Master Collateral Agent. (a) The
Master Collateral Agent undertakes to perform only the duties expressly set
forth herein and no implied duties shall be read into this Agreement. Nothing
herein shall be deemed to constitute the Master Collateral Agent a trustee or
fiduciary for any Financing Source or any Beneficiary.
(b) The Master Collateral Agent may exercise the rights and powers granted
to it by this Agreement, together with such powers as are reasonably incidental
thereto, but only pursuant to the terms of this Agreement.
(c) The Master Collateral Agent's duty of care shall be solely to deal
with the Master Collateral as it would with property of its own, the Master
Collateral Agent shall not be liable for any error of judgment made in good
faith by an officer thereof, or for any action taken or omitted to be taken by
it in accordance with this Agreement.
(d) The Master Collateral Agent shall have no authority to grant, convey
or assign the Certificates of Title or change the notation of a security
interest thereon or deal with the Certificates of Title in any way except as
expressly provided herein.
(e) The Master Collateral Agent shall have no liability or responsibility
for (i) any release of Master Collateral by the Servicer pursuant to Sections
2.7 or 2.8, (ii) any act of the Servicer taken in its own name or the name of
the Master Collateral Agent, or (iii) custody of any Certificates of Title not
delivered to it and required to be held by it in connection with this Agreement.
(f) The Master Collateral Agent shall have no duty to calculate, compute
or verify, and shall not be held in any manner responsible for the content of
the Servicer's Fleet Report, except to verify that the certificate filed
therewith conforms to the form of Exhibit B.
(g) Except as required by the specific terms of this Agreement, the Master
Collateral Agent shall not be required to exercise any discretion and shall have
no duty to exercise or to refrain from exercising any right, power, remedy or
privilege granted to it hereby, or to take any affirmative action or refrain
from taking any affirmative action hereunder, unless directed to do so by
Beneficiaries specified herein as being entitled to direct the Master Collateral
Agent hereunder (and shall be fully protected in acting or refraining from
acting
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pursuant to or in accordance with such directions, which shall be binding on
each of the Financing Sources and Beneficiaries). Notwithstanding anything
herein to the contrary, the Master Collateral Agent shall not be required to
take any action (a) that in its reasonable opinion is or may be contrary to law
or to the terms of this Agreement, any Financing Document or any other agreement
or instrument relating to the Master Collateral, or which might or would in its
reasonable opinion subject it or any of its directors, officers, employees or
agents to personal or financial liability or (b) unless it is indemnified
hereunder to its satisfaction (and if any indemnity should become, in the
determination of the Master Collateral Agent, inadequate, the Master Collateral
Agent may call for additional indemnity and cease to act until such additional
indemnity is given.
(h) Subject to Section 4.8(ii), the Master Collateral Agent may, in its
sole discretion, retain counsel, independent accountants and other experts
selected by it and may act in reliance upon the advice of such counsel,
independent accountants and other experts concerning all matters pertaining to
the agencies hereby created and its duties hereunder, and shall be held harmless
and shall not be liable for any action taken or omitted to be taken by it in
good faith in reliance upon or in accordance with the statements and advice of
such counsel (or counsel to National or NFLP), accountants and other experts. In
the event that the Master Collateral Agent receives conflicting instructions
delivered in accordance with this Agreement, the Master Collateral Agent shall
have the right to seek instructions concerning its duties and actions under this
Agreement from any court of competent jurisdiction.
(i) If the Master Collateral Agent receives unclear or conflicting
instructions, it shall be entitled to refrain from taking action until clear or
non-conflicting instructions are received, but shall inform the instructing
party or parties promptly of its decision to refrain from taking such action.
Without limiting the foregoing, in the event that the Master Collateral Agent
receives unclear or conflicting instructions from Beneficiaries hereunder or
there is any other disagreement between the other parties hereto resulting in
adverse claims and demands being made in connection with the Master Collateral,
or in the event that the Master Collateral Agent in good faith is in doubt as to
what action it should take hereunder, the Master Collateral Agent shall be
entitled to retain the Master Collateral until the Master Collateral Agent shall
have received (i) a final order of a court of competent jurisdiction directing
delivery of the Master Collateral or (ii) a written agreement executed by the
other parties hereto directing delivery of the Master Collateral in which event
the Master Collateral Agent shall disburse the Master Collateral in accordance
with such order or agreement. Upon request of the Master Collateral Agent,
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any such court order shall be accompanied by a legal opinion by counsel for the
presenting party satisfactory to the Master Collateral Agent to the effect that
such order is final.
(j) The Master Collateral Agent shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement, any Financing Document or any other agreements or
instruments relating to the Master Collateral on the part of any party hereto or
thereto or to inspect any books and records relating to the Master Collateral
other than as it determines necessary in the fulfillment of its own obligations
hereunder.
(k) The Master Collateral Agent shall be entitled to rely on any
communication, certificate, instrument, opinion, report, notice, paper or other
document reasonably believed by it to be genuine and correct and to have been
signed, given or sent by the proper Person or Persons. The Master Collateral
Agent shall be entitled to assume that no Default shall have occurred and be
continuing and that the Master Collateral Account, and any funds on deposit in
or to the credit of such Master Collateral Account, are not subject to any writ,
order, judgment, warrant of attachment, execution or similar process
(collectively, a "writ"), unless (i) in the case of any writ, the Master
Collateral Agent has actual knowledge thereof or (ii) the Master Collateral
Agent has received written notice from National, a Beneficiary or a Financing
Source that such a Default has occurred or such writ has been issued and, in
each case, continues to be in effect, which notice specifies the nature thereof.
(l) The Master Collateral Agent, in its individual capacity, may accept
deposits from, lend money to and generally engage in any kind of business with
National, NFLP, any Financing Source, any Manufacturer and their respective
affiliates as if it were not the agent of the Beneficiaries or the Financing
Sources.
(m) Any action or proceeding alleging any breach by the Master Collateral
Agent of duties under this Agreement shall be prosecuted only in the courts of
the State of New York or in the United States District Court for the Southern
District of New York.
(n) The Master Collateral Agent shall not be accountable for the use or
application by any person of disbursements properly made by the Master
Collateral Agent in conformity with the provisions of this Agreement.
(o) The Master Collateral Agent may exercise any of its duties hereunder
by or through agents or employees. The possession of the Master Collateral by
such agents or employees
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shall be deemed to be the possession of the Master Collateral Agent. No
provision of this Agreement shall require the Master Collateral Agent to expend
or risk its own funds or otherwise incur any financial or other liability in the
performance of any duties hereunder or in the exercise of any rights and powers
hereunder unless the Master Collateral Agent is provided with an indemnity from
one or more of the Beneficiaries, satisfactory to the Master Collateral Agent in
its sole discretion.
SECTION 4.5. Resignation and Removal of Master Collateral Agent. (a) The
Master Collateral Agent may, at any time with or without cause by giving 60
days' prior written notice to National, NFLP and the Beneficiaries, resign and
be discharged of its responsibilities hereunder created, such resignation to
become effective upon the appointment by National and NFLP of a successor Master
Collateral Agent with the approval of the Majority Beneficiaries, which approval
shall not be unreasonably withheld, and the acceptance of such appointment by
such successor Master Collateral Agent. National shall, promptly upon receipt
thereof, provide a copy of the notice from the Master Collateral Agent referred
to in the preceding sentence to each Rating Agency. The Master Collateral Agent
may be removed by National or NFLP at any time (with or without cause) upon 30
days' written notice by National or NFLP, as the case may be, to the Master
Collateral Agent and each of the Rating Agencies, and the approval of the
successor Master Collateral Agent by the Majority Beneficiaries, which approval
will not be unreasonably withheld; provided, however, that if either National or
NFLP is in default under this Agreement or any Financing Document and such
default has a material adverse effect on the Beneficiaries, then so long as such
default continues, the right of National or NFLP, as applicable, to remove the
Master Collateral Agent shall cease and the non-defaulting grantor shall have,
or if both National and NFLP are then in default, then the Majority
Beneficiaries shall have, the right to remove the Master Collateral Agent (with
or without cause) upon 30 days' written notice to National, NFLP, the Master
Collateral Agent and each of the Rating Agencies; provided, further, that no
removal of the Master Collateral Agent shall be effective until the appointment
of a successor Master Collateral Agent and acceptance of such appointment by
such Master Collateral Agent. Any removed Master Collateral Agent shall be
entitled to its reasonable fees and expenses to the date the successor Master
Collateral Agent assumes the Master Collateral Agent's duties hereunder. The
indemnification of Section 4.10 shall survive the termination of the other
provisions of this Agreement as to the predecessor Master Collateral Agent. If
no successor Master Collateral Agent shall be appointed and approved within 30
days from the date of the giving of the aforesaid notice of resignation or
within 30 days from the date of such notice of removal, the Master Collateral
Agent, on behalf of National, NFLP, each Financing
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Source and each Beneficiary may appoint, or petition a court of competent
jurisdiction to appoint, a successor Master Collateral Agent to act until such
time, if any, as a successor Master Collateral Agent shall be appointed as above
provided. Any successor Master Collateral Agent so appointed by such court shall
immediately without further act supersede any predecessor Master Collateral
Agent. Upon the appointment of a successor Master Collateral Agent hereunder,
the predecessor Master Collateral Agent shall be discharged of and from any and
all further obligations arising in connection with this Agreement.
(b) The appointment and designation referred to in Section 4.5(a) shall,
after any required filing, be full evidence of the right and authority to make
the same and of all the facts therein recited, and this Agreement shall vest in
such successor Master Collateral Agent, without any further act, deed or
conveyance, all of the estate and title of its predecessors and upon such filing
for record the successor Master Collateral Agent shall become fully vested with
all the estates, properties, rights, powers, duties, authority and title of its
predecessors; but any predecessor Master Collateral Agent shall, nevertheless on
payment of its charges and on the written request of the Majority Beneficiaries,
National, NFLP or any successor Master Collateral Agent empowered to act as such
at the time any such request is made, execute and deliver an instrument without
recourse or representation transferring to such successor all the estates,
properties, rights, powers, duties, authority and title of such predecessor
hereunder and shall deliver all securities and moneys held by it to such
successor Master Collateral Agent. Upon the appointment of a successor Master
Collateral Agent hereunder, the predecessor Master Collateral Agent shall be
discharged of and from any and all further obligations arising in connection
with this Agreement.
SECTION 4.6. Status of Successors to Master Collateral Agent. Every
successor to the Master Collateral Agent appointed pursuant to Section 4.5 shall
be a bank or trust company in good standing and having power so to act and
incorporated under the laws of the United States or any State thereof or the
District of Columbia, and shall also have capital, surplus and undivided profits
of not less than $100,000,000 if there be such an institution with such capital,
surplus and undivided profits willing, qualified and able to accept the trust
upon reasonable or customary terms. The Servicer shall give the Rating Agencies
written notice prior to any successor Master Collateral Agent being appointed
pursuant to Section 4.5.
SECTION 4.7. Merger of the Master Collateral Agent. Any corporation into
which the Master Collateral Agent may be merged, or with which it may be
converted or consolidated, or any corporation resulting from any merger,
conversion or
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consolidation to which the Master Collateral Agent shall be a party shall be the
Master Collateral Agent under this Agreement without the execution or filing of
any paper or any further act on the part of the parties hereto. The Master
Collateral Agent shall give the Rating Agencies, National, NFLP and the Servicer
prior written notice of any such merger, conversion or consolidation.
SECTION 4.8. Compensation and Expenses. National shall pay to the Master
Collateral Agent, from time to time (i) compensation for its services hereunder
for administering the Master Collateral as set forth in the fee letter dated as
of June 7, 1995, between National and the Master Collateral Agent, as such
letter may be amended, modified or supplemented from time to time, and (ii) all
reasonable fees and out-of-pocket expenses of the Master Collateral Agent (A)
arising in connection with the preparation, execution, delivery, or modification
of this Agreement and/or the enforcement of any of the provisions hereof or (B)
incurred in connection with the administration of the Master Collateral, the
sale or other disposition of Master Collateral pursuant to any Financing
Document and/or the preservation, protection or defense of the Master Collateral
Agent's rights under this Agreement and in and to the Master Collateral.
SECTION 4.9. Stamp. Other Similar Taxes and Filing Fees. National shall
indemnify and hold harmless the Master Collateral Agent from any present or
future claim for liability for any stamp or other similar tax and any penalties
or interest with respect thereto, that may be assessed, levied or collected by
any jurisdiction in connection with this Agreement or any Master Collateral.
National shall pay, or reimburse the Master Collateral Agent for, any and all
amounts in respect of, all search, filing, recording and registration fees,
taxes, excise taxes and other similar imposts payable in respect of the
execution, delivery, performance and/or enforcement of this Agreement.
SECTION 4.10. Indemnification. National shall pay, and indemnify and hold
the Master Collateral Agent and each of the officers, employees, directors and
agents thereof harmless from and against, any and all liabilities (including
liabilities for penalties and liabilities arising or resulting from actions or
suits), obligations, losses, judgments, demands, damages, claims, costs or
expenses of any kind or nature whatsoever that may at any time be imposed on,
incurred by, or asserted against, the Master Collateral Agent or any such
officers, employees, directors or agents in any way relating to or arising out
of the execution, delivery, amendment, enforcement, performance and/or
administration of this Agreement, including reasonable fees and expenses of
counsel and other experts, and National shall
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reimburse each Beneficiary for any payments made by such Beneficiary to the
Master Collateral Agent or any such officers, employees, directors or agents for
any of the foregoing; provided, however, that National shall not be liable for
the payment of any portion of such liabilities (including liabilities for
penalties and liabilities arising or resulting from actions or suits),
obligations, losses, judgments, demands, damages, claims, costs or expenses of
the Master Collateral Agent or any such officers, employees, directors or agents
which are determined by a court of competent jurisdiction in a final proceeding
to have resulted from the gross negligence or willful misconduct of the Master
Collateral Agent or any such agent.
Each of the Beneficiaries agrees in accordance with its pro rata portion of
the Master Collateral, to indemnify and hold the Master Collateral Agent and
each of its officers, employees, directors and agents harmless to the same
extent as National in accordance with the foregoing paragraph but only to the
extent that the Master Collateral Agent has not been paid by National pursuant
to such paragraph; provided that the Trustee's obligation to indemnify the
Master Collateral Agent shall be limited to actions taken by the Master
Collateral Agent at the direction of the Trustee, it being understood that the
indemnification obligation of the Trustee shall be paid solely out of funds
constituting servicing fees under the NFLP Indenture.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Amendments. Supplements and Waivers. This Agreement may be
amended, waived, terminated, supplemented or otherwise modified pursuant to a
writing executed by the Master Collateral Agent, each Beneficiary, each
Financing Source, National, NFLP, GM and the Servicer; provided, however, that
(i) the consent of each Beneficiary and each Financing Source need not be
obtained in connection with the execution of a supplement or amendment that only
adds a Financing Source or Beneficiary as a party to this Agreement and (ii) an
amendment may be executed without the consent of a Beneficiary or a Financing
Source if such amendment is effected only to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein or which is otherwise defective, or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement or any
other such Related Document; provided, such action pursuant to this clause shall
not adversely affect the interests of a Beneficiary or a Financing Source in any
material respect.
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Additional Financing Sources or Beneficiaries may from time to time become
parties hereto and Financing Sources or Beneficiaries hereunder by the execution
of a Supplement by such additional Financing Source or Beneficiary, the Master
Collateral Agent, the Servicer, National and NFLP. The Servicer shall give the
Rating Agencies prior written notice of any amendment, supplement, waiver or
modification of this Agreement. Upon execution of a Supplement, the Servicer
shall furnish a copy thereof to the other parties hereto.
SECTION 5.2. Notices. All notices, requests, demands and other
communications provided for or permitted hereunder shall, unless otherwise
stated herein, be in writing (including facsimile communications) and shall be
sent by mail (by registered or certified mail, return receipt requested),
facsimile or hand delivery
(a) if to National, the Servicer, NFC, the Trustee, the NFC Agent,
NFLP, GM, Citi, Credit Suisse or the Master Collateral Agent, at the
address specified for such party on the signature pages hereto; or
(b) if to any other Beneficiary, Financing Source or other Person
specified in a Supplement, at the address specified in such Supplement;
or, in each case, at such other address as shall be designated by it in a
written notice to each other party hereto. Any notice, if mailed and properly
addressed with postage prepaid or if properly addressed and sent by pre-paid
courier service, or if transmitted by facsimile shall be deemed given when
received.
SECTION 5.3. Headings. Section, subsection and other headings used in this
Agreement are for convenience only and shall not affect the construction of this
Agreement.
SECTION 5.4. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 5.5. Counterparts. This Agreement may be executed in separate
counterparts and by the different parties on different counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.
SECTION 5.6. Conflicts with Financing Documents; Reservation of Rights. The
parties agree that in the event of
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any conflict between the provisions of this Agreement and the provisions of any
Financing Documents, the provisions of this Agreement shall control. Except as
expressly provided herein, nothing contained in this Agreement is intended to
affect or limit, in any way, the rights that each of the Beneficiaries has
insofar as the rights of such parties and third parties are involved. Except as
expressly provided herein, the Beneficiaries specifically reserve all their
respective rights against National, NFLP, any Financing Source and/or any third
party.
SECTION 5.7. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors and
assigns. Nothing herein is intended or shall be construed to give any other
Person any right, remedy or claim under, to or in respect of this Agreement or
the Master Collateral.
SECTION 5.8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
SECTION 5.9. Effectiveness. This Agreement shall become effective on the
execution and delivery hereof and shall remain in effect until no amounts are
owed to any Financing Source under any Financing Document and no Beneficiary or
Financing Source shall have any claim on the Master Collateral.
SECTION 5.10. Termination of Beneficiary. Upon receipt by the Master
Collateral Agent of a notice from a Beneficiary to the effect that (i) (A) such
Beneficiary then has no Related Vehicles hereunder, no amounts are then owing to
the related Financing Source under its Financing Documents and such Financing
Documents have been terminated and are of no further force or effect or (B) the
Master Collateral Agent's security interest has been reassigned to such
Beneficiary pursuant to Sections 4.1(f) or 5.11(b) and (ii) such Beneficiary has
elected to terminate this Agreement, this Agreement shall terminate as to such
Beneficiary.
SECTION 5.11. Termination of this Agreement. At any time that there are no
Beneficiaries, National may terminate this Agreement upon notice to the Master
Collateral Agent, and the Master Collateral Agent shall take all actions
reasonably requested by National, at National's expense, to evidence the
termination of this Agreement and the Master Collateral Agent's interest in the
Master Collateral, including, without limitation, execute such documents and
instruments as National may reasonably request in connection with such
reassignment; provided, however, that Sections 4.3, 4.4(a), (c), and (e) through
(o), 4.8, and the indemnification set forth in Sections 4.9 and 4.10 shall
survive the termination of this Agreement.
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SECTION 5.12. Assignment by Financing Sources. Each Financing Source
acknowledges that it has assigned and does hereby assign to its related
Beneficiary all of its rights and interests under this Agreement and further
acknowledges that its related Beneficiary may exercise all of such Financing
Source's rights hereunder.
SECTION 5.13. NFC Related Documents; NFLP's Related Documents. (a) To the
extent that this Agreement affects the secured parties under NFC's Financing
Documents, it shall be considered a Related Document (as defined in NFC's
Financing Documents) for all purposes except voting provisions.
(b) To the extent that this Agreement affects the secured parties under
NFLP's Financing Documents, it shall be considered a Related Document (as
defined in NFLP's Financing Documents) for all purposes except voting
provisions.
SECTION 5.14. No Bankruptcy Petition Against Financing Sources. The Master
Collateral Agent hereby covenants and agrees that, prior to the date which is
one year and one day after the payment in full of the latest maturing debt
security issued by a Financing Source, it will not institute against, or join
with any other Person in instituting against, such Financing Source, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any Federal or state bankruptcy or similar law;
provided, however, that nothing in this Section 5.14 shall constitute a waiver
of any right to indemnification, reimbursement or other payment from any
Financing Source or Beneficiary pursuant to this Agreement; provided, further,
that this Section 5.14 shall only be effective with respect to a Financing
Source for which the related Financing Documents contain a no bankruptcy
petition provision similar to this Section 5.14. In the event that the Master
Collateral Agent takes action in violation of this Section 5.14, each affected
Financing Source agrees that it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such a petition by the Master
Collateral Agent against such Financing Source or the commencement of such
action and raise the defense that the Master Collateral Agent has agreed in
writing not to take such action and should be estopped and precluded therefrom
and such other defenses, if any, as its counsel advises that it may assert. The
provisions of this Section 5.14 shall survive the termination of this Agreement,
and the resignation or removal of the Master Collateral Agent.
SECTION 5.15. Jurisdiction; Consent to Service of Process. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST NATIONAL, ANY FINANCING SOURCE OR ANY BENEFICIARY
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT MAY BE BROUGHT IN
ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT
JURISDICTION
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IN THE STATE OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
NATIONAL, EACH FINANCING SOURCE AND EACH BENEFICIARY ACCEPTS FOR ITSELF AN IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. NATIONAL
DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, INC., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, AND EACH FINANCING SOURCE AND EACH BENEFICIARY DESIGNATES AND
APPOINTS CT CORPORATION SYSTEM, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, AND
SUCH OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY NATIONAL, EACH FINANCING
SOURCE AND EACH BENEFICIARY IRREVOCABLY AGREEING IN WRITING TO SERVE, AS ITS
AGENT TO RECEIVE ON ITS BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS
IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY NATIONAL, EACH
FINANCING SOURCE AND EACH BENEFICIARY TO BE EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT. A COPY OF SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED
MAIL TO NATIONAL, SUCH FINANCING SOURCE OR SUCH BENEFICIARY SO SERVED AT ITS
ADDRESS PROVIDED IN THE APPLICABLE SIGNATURE PAGE HERETO, EXCEPT THAT, UNLESS
OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT
AFFECT THE VALIDITY OF SERVICE OR PROCESS. IF ANY AGENT APPOINTED BY NATIONAL,
SUCH FINANCING SOURCE OR SUCH BENEFICIARY REFUSES TO ACCEPT SERVICE, NATIONAL,
EACH FINANCING SOURCE AND EACH BENEFICIARY HEREBY AGREES THAT SERVICE UPON IT BY
MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHTS
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF ANY FINANCING SOURCE OR BENEFICIARY TO BRING PROCEEDINGS AGAINST NATIONAL IN
THE COURTS OF ANY OTHER JURISDICTION.
SECTION 5.16. Waiver of Jury Trial. THE MASTER COLLATERAL AGENT, EACH
FINANCING SOURCE, EACH BENEFICIARY AND NATIONAL HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE MASTER
COLLATERAL AGENT, ANY FINANCING SOURCE, ANY BENEFICIARY OR NATIONAL IN
CONNECTION HEREWITH OR THEREWITH. NATIONAL ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE MASTER COLLATERAL AGENT, EACH
FINANCING SOURCE AND EACH BENEFICIARY ENTERING INTO THIS AGREEMENT AND EACH SUCH
OTHER RELATED DOCUMENT.
SECTION 5.17. Insurance Notification. The Master Collateral Agent shall,
promptly upon its receipt of notification of any termination of or proposed
cancellation or nonrenewal of
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any insurance policies required to be maintained under any of the Financing
Documents, notify the Beneficiary thereof of any such termination, proposed
cancellation or nonrenewal.
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IN WITNESS WHEREOF, each party hereto has executed this Agreement or caused
this Agreement to be duly executed by its officer thereunto duly authorized as
of the day and year first above written.
NATIONAL CAR RENTAL SYSTEM, INC.,
as grantor and as Servicer
By: /s/
------------------------------------
Name:
Title:
Address: World Headquarters
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP, as grantor
By: NATIONAL CAR RENTAL FINANCING
CORPORATION, its
General Partner
By: /s/
------------------------------------
Name:
Title
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CITIBANK, N.A., not in its
individual capacity but solely
as Master Collateral Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. Marsule
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Marsule
Title:
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
46
FINANCING SOURCES
NATIONAL FLEET FUNDING CORPORATION
By: /s/ ▇▇ ▇▇▇▇▇▇
------------------------------------
Name:
Title:
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP
By: NATIONAL CAR RENTAL FINANCING
CORPORATION, its
General Partner
By: /s/
------------------------------------
Name:
Title:
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CITIBANK, N.A.
By: /s/
------------------------------------
Name:
Title: Vice President
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Autos Group,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇ 12
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CREDIT SUISSE, NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: MEMBER OF SENIOR
MANAGEMENT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: ASSOCIATE
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Asset Finance
GENERAL MOTORS CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-fact
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Assistant
Treasurer
48
BENEFICIARIES
CREDIT SUISSE, NEW YORK BRANCH, as
NFC Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: MEMBER OF SENIOR
MANAGEMENT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: ASSOCIATE
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Asset Finance
THE BANK OF NEW YORK, as
Trustee
By: /s/
------------------------------------
Name:
Title:
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust
Division
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ Maccraonan
------------------------------------
Name:
Title: VP
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Autos Group,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ BRANCH,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: MEMBER OF SENIOR
MANAGEMENT
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: ASSOCIATE
Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Asset Finance
GENERAL MOTORS CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-fact
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Assistant
Treasurer