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Exhibit 10.3
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RYDER TRUCK RENTAL LT,
RYDER TRUCK RENTAL I LP
and
RYDER TRUCK RENTAL II LP,
as UTI Beneficiaries,
RYDER TRUCK RENTAL, INC.,
as Administrative Agent,
and
RYDER TRUCK RENTAL, INC.,
as Maintenance Provider
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ADMINISTRATION AGREEMENT
Dated as of February 1, 1998
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TABLE OF CONTENTS
Page
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ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions................................................ 2
Section 1.02. Interpretive Provisions.................................... 7
ARTICLE TWO
SERVICING OF LEASES
Section 2.01. Duties of Administrative Agent............................. 8
Section 2.02. Records.................................................... 9
Section 2.03. Certificates of Title; Registration........................10
Section 2.04. Initial Funding of Payments to Manufacturers...............11
Section 2.05. Administrative Agent's Repurchase Obligations..............11
Section 2.06. Collections; Accounts......................................13
Section 2.07. Servicing Compensation.....................................16
Section 2.08. Third Party Claims.........................................16
Section 2.09. Repossession and Sale of Vehicles..........................16
Section 2.10. Administrative Agent to Act on Behalf of Trustee...........17
Section 2.11. Fidelity Bond; Insurance...................................19
Section 2.12. Administrative Agent Not to Resign; Assignment.............19
Section 2.13. Merger.....................................................20
Section 2.14. Limitation on Liability of Administrative Agent............21
Section 2.15. Administrative Agent Reimbursement.........................21
Section 2.16. Eligible Leases; Documentation.............................22
ARTICLE THREE
MAINTENANCE PROVIDER
Section 3.01. Provision of Certain Specified Services and Maintenance....23
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ARTICLE FOUR
STATEMENTS AND REPORTS
Section 4.01. Reporting by the Administrative Agent; Delivery of Certain
Documentation..............................................25
ARTICLE FIVE
ADMINISTRATIVE AGENT DEFAULTS
Section 5.01. Administrative Agent Defaults; Termination of
Administrative Agent.......................................26
Section 5.02. No Effect on Other Parties.................................29
ARTICLE SIX
MAINTENANCE PROVIDER DEFAULTS
Section 6.01. Maintenance Provider Defaults; Termination of
Maintenance Provider.......................................30
Section 6.02. No Effect on Other Parties.................................32
ARTICLE SEVEN
ADMINISTRATIVE AGENT REPRESENTATIONS AND WARRANTIES
Section 7.01. Representations and Warranties.............................33
ARTICLE EIGHT
MISCELLANEOUS
Section 8.01. Termination of Agreement...................................35
Section 8.02. Amendment..................................................35
Section 8.03. Governing Law..............................................36
Section 8.04. Relationship of this Agreement to Other Trust Documents....36
Section 8.05. Notices....................................................36
Section 8.06. Severability of Provisions.................................36
Section 8.07. Inspection and Audit Rights................................37
Section 8.08. Binding Effect.............................................37
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Section 8.09. Table of Contents and Headings.............................37
Section 8.10. Counterparts...............................................37
Section 8.11. Further Assurances.........................................37
Section 8.12. Third Party Beneficiaries..................................37
Section 8.13. No Waiver; Cumulative Remedies.............................37
Section 8.14. No Petition................................................38
ARTICLE NINE AND TEN
[RESERVED]
Signatures ...........................................................40
EXHIBITS
Exhibit A - Power of Attorney Pursuant to Section 2.09(b)...................A-1
Exhibit B - Power of Attorney Pursuant to Section 2.10(b)...................B-1
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ADMINISTRATION AGREEMENT
This Administration Agreement, dated as of February 1, 1998, is among
Ryder Truck Rental LT, a Delaware business trust (the "Trust"), Ryder Truck
Rental I LP and Ryder Truck Rental II LP, each a Delaware limited partnership,
as UTI Beneficiaries (the "UTI Beneficiaries"), Ryder Truck Rental, Inc., a
Florida corporation ("Ryder"), as administrative agent (in such capacity, the
"Administrative Agent"), and Ryder, as maintenance provider (in such capacity,
the "Maintenance Provider").
RECITALS
WHEREAS, the UTI Beneficiaries, the Administrative Agent, Delaware
Trust Capital Management, Inc., a Delaware banking corporation, as Delaware
trustee, RTRT, Inc., a Delaware corporation, as trustee (the "Trustee"), and,
for certain limited purposes set forth therein, U.S. Bank National Association,
a national banking association, as trust agent, have entered into that certain
Second Amended and Restated Trust Agreement, dated as of February 1, 1998 (the
"Origination Trust Agreement"), pursuant to which the purposes of the Trust
are, among other things, to take assignments and conveyances of, and hold in
trust and deal in, various Trust Assets (as such term is defined in the
Origination Trust Agreement);
WHEREAS, the Trust will be comprised of a UTI and one or more SUBIs
(as such terms are defined in the Origination Trust Agreement), each of which
will constitute a separate series of the Trust under Delaware law, and each of
which will have allocated to it certain specified Trust Assets;
WHEREAS, the parties desire to enter into this Agreement to provide
for, among other things, the servicing of the Trust Assets by the
Administrative Agent; and
WHEREAS, the parties acknowledge that, in connection with, among other
things, the creation of SUBIs, it may be necessary or desirable to enter into
supplemental agreements hereto, providing for specific servicing obligations in
connection therewith.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Origination
Trust Agreement. Whenever used in this Agreement, unless the context otherwise
requires, the following words and phrases shall have the following meanings:
"Accountant" means a Person qualified to pass upon accounting
questions, whether or not such Person shall be an officer or employee of Ryder,
the Administrative Agent or any of their respective Affiliates (unless
otherwise required to be Independent and such status would invalidate
qualification as Independent).
"Administration Fee" means the fee payable on each Payment Date equal
to, for each Monthly Period, with respect to (i) the UTI, one-twelfth of the
product of 1% and the Net Book Value of the related Vehicles as of the first
day of such Monthly Period and (ii) a SUBI, the amount described in the related
SUBI Administration Supplement.
"Administration Supplement" means either a UTI Administration
Supplement or a SUBI Administration Supplement, as the context may require.
"Administrative Agent" means Ryder, in its capacity as administrative
agent under this Agreement, and each Person succeeding to the duties of the
Administrative Agent hereunder pursuant to Section 2.13(b) or 5.01(c).
"Administrative Agent Default" has the meaning set forth in Section
5.01(a).
"Administrative Agent Representation Date" means, with respect to (i)
the UTI, the date of this Agreement and (ii) any SUBI, the date of the related
SUBI Administration Supplement.
"Administrative Modification" means, with respect to any Lease, the
operational or administrative change made by the Administrative Agent of the
Maturity Date of such Lease of up to 45 days.
"Advance" means any advance the Administrative Agent may be required
to make pursuant to the applicable Administration Supplement.
"Agreement" means this Administration Agreement, as amended or
supplemented from time to time by a particular Administration Supplement or all
Administration Supplements, as the context may require.
"Annual Termination Option" means, with respect to any Lease, the
annual option, exercisable by either the related Lessee or the Administrative
Agent, to terminate such Lease as of the annual anniversary of the date the
related Vehicle was delivered to such Lessee (or, with respect to certain
Leases, more frequently).
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"Assignment Date" means, with respect to any Lease or Vehicle, the
date such Lease or Vehicle is transferred to the Trust.
"Board of Directors" means, with respect to any Person (which, in the
case of a partnership, shall be its managing general partner or, if there is no
managing general partner, any general partner thereof), either its Board of
Directors or any duly authorized committee thereof.
"Board Resolution" means, with respect to any Person (which, in the
case of a partnership, shall be its managing general partner or, if there is no
managing general partner, any general partner thereof), a copy of a resolution
certified by its Secretary or an Assistant Secretary to have been duly adopted
by the Board of Directors of such Person and to be in full force and effect on
the date of such certification and delivered to the entity to which such
resolution is required to be delivered.
"Casualty Proceeds" means the amount remitted by the Administrative
Agent, within two Business Days after processing, to the related Collection
Account, if a Lessee is responsible for paying for loss or damage to a Vehicle
relating to a Casualty Termination Lease, equal to the sum of (i) all Insurance
Proceeds received in respect of loss or damage to such Vehicle and (ii) any
proceeds received from the sale of such Vehicle at salvage, in each case net of
any applicable Disposition Expenses.
"Casualty Termination Lease" means a Lease that terminated because the
related Vehicle had been lost, stolen or damaged beyond economic repair.
"Charged-Off Lease" means a Lease (i) with respect to which the
related Vehicle has been repossessed and sold or otherwise disposed of or (ii)
that has been written off by the Administrative Agent in accordance with its
usual standards for writing off lease contracts for leased vehicles other than
with respect to repossessions.
"Collection Period" means (i) with respect to the UTI, a period
comprised of three Monthly Periods, beginning with the month in which the
Effective Date occurs, and (ii) with respect to a SUBI, "Collection Period" as
defined in the related SUBI Administration Supplement.
"Default Termination Lease" means a Lease terminated (and, if
allocated to any SUBI, reallocated to the UTI) (i) by the Administrative Agent
following a default by or bankruptcy of the related Lessee, (ii) by such Lessee
(other than by exercising the Annual Termination Option) based on an alleged
breach by the Maintenance Provider under such Lease or (iii) and written off by
the Administrative Agent in accordance with its usual standards for writing off
lease contracts for leased vehicles.
"Defaulted Vehicle" means a Vehicle relating to a Default Termination
Lease.
"Determination Date" means the tenth calendar day of each month in
which a Payment Date occurs or, if such day is not a Business Day, the
immediately succeeding Business Day.
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"Disposition Expenses" means expenses and other amounts reasonably
incurred by the Administrative Agent in connection with the sale or other
disposition of an Expired Vehicle or a Defaulted Vehicle, including discounts,
Vehicle presale conditioning and refurbishment costs, finance incentives,
freight, taxes, fuel, storage, sales commissions and expenses incurred in
connection with making claims under any Insurance Policy.
"Distribution Account" means such account as may be established
pursuant to a Supplement, an Administration Supplement or related Securitized
Financing Documents into which distributions to holders of Securities are
required to be deposited.
"Excess Casualty Proceeds" means all Casualty Proceeds received in
excess of the Securitization Value of the related Lease as of the effective
date of casualty.
"Excess Termination Proceeds" means all Termination Proceeds received
in excess of the Securitization Value of the related Lease as of the effective
date of termination.
"Expired Lease" means a Lease relating to a Vehicle that has reached
its Maturity Date or as to which the Annual Termination Option was exercised
and no Termination Value Payment was made.
"Expired Vehicle" means a Vehicle relating to an Expired Lease.
"Extension" means, with respect to any Lease, the extension of the
Maturity Date of such Lease.
"Fees and Taxes" has the meaning set forth in Section 2.10(b).
"Filings" has the meaning set forth in Section 2.10(b).
"Force Majeure Event" means an act beyond the reasonable control of
the Administrative Agent or the Maintenance Provider, as applicable, including
acts of God, war, vandalism or sabotage, rioting, accidents, fires, floods,
earthquakes, hurricanes, strikes, labor disputes, mechanical breakdowns,
shortages or delays in obtaining suitable parts, equipment, material, labor or
transportation, acts of subcontractors, interruption of utility services, acts
of any unit of government or any governmental agency or any event similar to
the foregoing.
"Independent" when used with respect to any Accountant means such an
Accountant, who may also be the Accountant who audits a Beneficiary, Ryder, the
Administrative Agent or any of their respective Affiliates, who is Independent
with respect to such entity as contemplated by Rule 101 of the Code of
Professional Conduct of the American Institute of Certified Public Accountants.
Whenever it is herein provided that any Independent Person's opinion or
certificate shall be furnished to the Trustee, such Person shall be acceptable
to the Trustee if such opinion or certificate shall state that the signer has
read this definition and that the signer is Independent within the meaning
hereof.
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"Lease Documents" means, with respect to any Lease, the Lease, the
Certificate of Title, any Insurance Policies or insurance records and any other
documents relating to such Lease and the related Vehicle.
"Maintenance Component" means the portion of each Total Monthly
Payment that represents payment for services and maintenance in respect of the
related Vehicle.
"Maintenance Provider" means Ryder, in its capacity as provider of
specified services, maintenance and supplies in respect of the Vehicles, and
any successor thereto as specified in a related Administration Supplement.
"Maintenance Provider Default" has the meaning set forth in Section
6.01.
"Maturity Date" means, with respect to any Lease, the date specified
in such Lease as the scheduled maturity date of such Lease, or any other date
of termination, including a date of termination pursuant to an Administrative
Modification.
"Monthly Period" means, with respect to any Collection Period, each
calendar month during such Collection Period.
"Operating Expenses" means, for any period, the sum of all
Reimbursable Expenses and Trust Expenses incurred during or with respect to
such period.
"Origination Trust Agreement" has the meaning set forth in the
Recitals.
"Other Collections" means, with respect to any Collection Period, all
funds collected or received by the Administrative Agent during such Collection
Period relating to assets that are not Trust Assets, including receivables
relating to (i) the lease, maintenance, repair, fueling, sale, exchange,
disposition or rental of vehicles (other than Vehicles) or (ii) any agreement
relating to such assets, including vehicle lease agreements, short-term and
long-term vehicle rental, maintenance or repair agreements (including long-term
maintenance contracts and agreements for isolated repairs on a retail or "sales
and service" basis), work-out agreements, guarantee agreements, letters of
credit, security deposit agreements and vehicle sale or remarketing agreements.
"Other Proceeds" means monies arising from the sale, exchange, lease,
rental, collection or other disposition or maintenance, repair or servicing of
lease contracts, vehicles or other receivables (other than the Leases and the
Vehicles) that the Administrative Agent is servicing.
"Payment Date" means, except as otherwise set forth in an
Administration Supplement, March 15, June 15, September 15 and December 15 of
each year or, if such day is not a Business Day, the immediately succeeding
Business Day, commencing with the first Payment Date specified in the related
Administration Supplement.
"Payment Information" has the meaning set forth in Section 2.06(f)(i).
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"Prepayment" means payment to the Administrative Agent of 100% of the
remaining Total Monthly Payments due on a Lease or such lesser amount as may be
provided for in such Lease, including any related payment of interest, and may
be in the form of Proceeds resulting from a voluntary early termination of such
Lease, exercise of the Annual Termination Option and receipt of the related
Termination Value Payment or Termination Proceeds following a default by or
bankruptcy of the related Lessee or Reallocation Payments made by the
Administrative Agent.
"Proceeds" means Sales Proceeds, Termination Proceeds, Casualty
Proceeds or Insurance Proceeds, as the context may require.
"Reallocation Payment" means, with respect to any Lease, an amount
equal to the Securitization Value of such Lease as of the day on which the
related cure period (as determined in Section 2.05(b)) ended.
"Reimbursable Expense" means an amount paid, incurred or advanced by
the Administrative Agent to pay fees, costs or other sums for which the
Administrative Agent may be reimbursed from Trust Assets.
"Rental Agreement" means any agreement for the rental of a Rental
Vehicle.
"Rental Documents" means, with respect to any Rental Vehicle, the
certificate of title, any insurance policies or insurance records and any other
documents relating to such Rental Vehicle.
"Required Related Holders" means, with respect to (i) the UTI, the UTI
Beneficiaries and (ii) any SUBI, the Holders of SUBI Certificates representing
51% of the related ownership interest in the SUBI (excluding any SUBI
Certificates held by the UTI Beneficiaries, the Related Beneficiary, the
Administrative Agent or any Affiliate thereof).
"Required UTI Collection Account Balance" means, with respect to the
UTI Collection Account as of the last day of a Collection Period, an amount
equal to all accrued but unpaid Operating Expenses as of such date.
"Sales Proceeds" means (i) with respect to the UTI, with respect to
any Expired Vehicle or Defaulted Vehicle, all proceeds received from the sale
or other disposition of such Expired or Defaulted Vehicle (including any
applicable Insurance Proceeds), less all applicable Disposition Expenses and
(ii) with respect to a SUBI, "Sales Proceeds" as defined in the related SUBI
Administration Supplement.
"Securitization Value" means, with respect to (i) UTI Leases, the Net
Book Value of the related UTI Vehicles and (ii) SUBI Leases, "Securitization
Value" as defined in the related SUBI Administration Supplement.
"Securityholder" means the holder of a Security.
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"Special Event Purchase" has the meaning set forth in Section 2.05(g).
"SUBI Collections" shall have the meaning set forth in the related
Administration Supplement.
"Termination Proceeds" means, with respect to a Default Termination
Lease, an amount equal to the sum of (i) any payment received from the related
Lessee in respect of the Termination Value of the related Vehicle and (ii) the
Sales Proceeds relating thereto.
"Termination Value" means, with respect to any Vehicle, the amount
equal to the amount specified in the related Schedule A as the termination
value of such Vehicle.
"Termination Value Payment" means the payment to be remitted to the
Administrative Agent by a Lessee, if such Lessee elects or is required to
purchase a Vehicle in connection with the exercise of the Annual Termination
Option, in an amount equal to such Vehicle's Termination Value.
"Trust" means Ryder Truck Rental LT, a Delaware business trust, and
its successors.
"Trust Agent" has the meaning set forth in the Recitals.
"Trustee" has the meaning set forth in the Recitals.
"UTI Collection Account Balance" means, as of any date, the balance on
deposit in the UTI Collection Account as of the close of business of the
immediately preceding Business Day.
"UTI Collections" means, with respect to any Collection Period, all
funds collected or received by the Administrative Agent in respect of the UTI
Assets during such Collection Period.
"Vehicle Representation Date" means, with respect to the
Administrative Agent's representations and warranties in Section 2.05(a), (i)
with respect to the UTI, the Assignment Date of each related Lease and (ii)
with respect to a SUBI, the "Vehicle Representation Date" as defined in the
related SUBI Administration Supplement.
Section 1.02. Interpretive Provisions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used herein include, as appropriate, all genders
and the plural as well as the singular, (ii) references to this Agreement
include all Exhibits hereto, (iii) references to words such as "herein",
"hereof" and the like shall refer to this Agreement as a whole and not to any
particular part, Article or Section within this Agreement, (iv) references to
an Article or Section such as "Article One" or "Section 1.01" shall refer to
the applicable Article or Section of this Agreement, (v) the term "include" and
all variations thereof shall mean "include without limitation", (vi) the term
"or" shall include "and/or" and (vii) the term "proceeds" shall have the
meaning ascribed to such term in the UCC.
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ARTICLE TWO
SERVICING OF LEASES
Section 2.01. Duties of Administrative Agent.
(a) The Administrative Agent shall service, administer and collect
under the Leases and in respect of the Vehicles in accordance with this
Agreement and shall have full power and authority, acting alone and subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with such servicing, administration and collection
that it may reasonably deem necessary or desirable, in the interests of the
Trust. The duties of the Administrative Agent shall include, among other
things, in accordance with this Agreement, the Origination Trust Agreement and
any applicable Supplement or Administration Supplement:
(i) performing on behalf of the Trust all obligations on the part
of the Lessor under the Leases;
(ii) collecting and processing payments, responding to inquiries
of Lessees, investigating delinquencies, sending payment statements
and reporting tax information to Lessees, paying costs of the sale or
other disposition of Vehicles relating to Charged-Off Leases and
paying all state and local personal property, use, excise and sales
taxes on the Vehicles as and when such taxes become due;
(iii) executing and delivering, in its own name or on behalf of
the Trust, or on behalf of itself and the Trust, as the case may be,
any and all instruments, certificates or other documents necessary or
advisable in connection with the servicing or administering of or
collecting under the Leases and in respect of the Vehicles, including:
(A) any and all bills of sale; (B) any documents relating to recording
and maintaining title to the Vehicles in the name of the Trust or the
Trustee on behalf of the Trust; (C) transfers of Certificates of
Title; (D) consents; (E) amendments, Extensions or modifications to
any of the Leases; and (F) all other instruments similar to the
foregoing;
(iv) servicing of the Leases, including: (A) accounting for
collections and furnishing statements to the Trustee with respect to
distributions, as specified in a related Supplement or Administration
Supplement; (B) making Advances; (C) generating federal and state tax
information and returns on behalf of the Trust; (D) administering
audits for sales; (E) filing periodic sales and use tax or property
(real or personal) tax reports; and (F) creating, maintaining and
amending the Schedule of Vehicles;
(v) in connection with the creation of each Sub-Trust, delivering
to the Trustee a Schedule of Vehicles that is current as of a date not
more than ten days prior to the date of such delivery; and
(vi) applying for and maintaining the licenses, permits and
authorizations and making the filings described in Section 5.01(c) of
the Origination Trust Agreement. The servicing provisions contained in
this Agreement shall replace the servicing provisions contained in the
Origination Trust Agreement in their entirety.
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(b) The Administrative Agent agrees that the servicing of and
collecting under the Leases and the Vehicles shall be carried out using that
degree of skill, care and attention in accordance with customary and usual
procedures employed by the Administrative Agent in respect of truck, tractor
and trailer leases serviced by the Administrative Agent for its own account.
The Administrative Agent may retain agents to assist it in performing its
servicing functions; provided, that any delegation of duties to any agent shall
not relieve the Administrative Agent of any of its obligations hereunder. The
Administrative Agent is authorized to, in its own name, in the name of the
Trust or in the name of the Trustee on behalf of the Trust, commence, defend
against or otherwise participate in a Proceeding relating to or involving the
protection or enforcement of the interests of the Trust, the Trustee on behalf
of the Trust, a Holder or a Beneficiary in any Lease, Vehicle or other Trust
Asset. If the Administrative Agent shall commence, defend against or otherwise
participate in a Proceeding in its own name, then the Trust, the Trustee on
behalf of the Trust, such Holder or such Beneficiary shall thereupon be deemed
to have automatically assigned its interest in (including legal title to) the
related Lease, Vehicle or other Trust Asset, as applicable, to the
Administrative Agent to the extent necessary for the purposes of such
Proceeding. If in any Proceeding it is held that the Administrative Agent may
not enforce the rights of the Trust, the Trustee on behalf of the Trust, a
Holder or a Beneficiary in a Lease, Vehicle or other Trust Asset on the grounds
that it is not the real party in interest or a holder entitled to enforce such
Lease or other relevant document or instrument, the Trustee shall, at the
direction of the Administrative Agent, take such steps as to enforce the
interest of the Trust, the Trustee on behalf of the Trust, a Holder or a
Beneficiary in such Lease, Vehicle or other Trust Asset, including bringing
suit in its own name or in the name of the Related Beneficiary or related
Holder. The Administrative Agent shall pay, either directly or by making a
deposit into the related Collection Account for use by the Trustee, the costs
and expenses associated with any Proceeding pursuant to this Section. Such
costs and expenses shall be Reimbursable Expenses. The Trustee shall furnish
the Administrative Agent with any powers of attorney or other documents
necessary or appropriate to enable the Administrative Agent to carry out its
servicing, administration and collection duties hereunder.
(c) The Administrative Agent may exercise the Annual Termination
Option (i) with respect to UTI Vehicles, for the benefit of the UTI
Beneficiaries or (ii) with respect to SUBI Vehicles, for the benefit of the
Related Beneficiary.
Section 2.02. Records.
(a) The Administrative Agent shall maintain or cause to be maintained
such computer and manual records with respect to all funds and other receipts
with respect to the Trust Assets as are consistent with the customary servicing
procedures of the Administrative Agent.
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(b) The Administrative Agent, in its capacity as agent, custodian and
bailee, shall hold the Lease Documents and the Rental Documents or cause the
Lease Documents and the Rental Documents to be held on behalf of the Trust for
the use and benefit of the Trust and all present and future Holders and
Beneficiaries and maintain accurate and complete accounts, records and computer
systems pertaining to the Lease Documents and the Rental Documents and relating
directly to or maintained in connection with the servicing of the Leases, which
accounts, records and computer systems shall also identify the Sub-Trust to
which each Lease, Vehicle or other Trust Asset is allocated and reflect the
interest of the Related Beneficiary therein. The Lease Documents, Rental
Documents and related accounts, records and computer systems need not be
physically segregated from other documents relating to leases and vehicles of
the Administrative Agent. The Administrative Agent shall promptly report to the
Trustee any material failure on its part to hold the Lease Documents and the
Rental Documents and maintain its accounts, records and computer systems as
herein provided, and shall promptly take appropriate action to remedy any such
failure.
(c) To ensure uniform quality in the servicing of the Leases and the
Vehicles and to reduce administrative costs, the Trustee hereby revocably
appoints the Administrative Agent, and the Administrative Agent hereby accepts
such appointment, to act as the agent of the Trust as agent, custodian and
bailee of the Lease Documents and the Rental Documents, which are hereby
constructively delivered to the Trust with respect to each Lease and Vehicle.
The Administrative Agent shall maintain or cause to be maintained each Lease
Document and Rental Document at the Administrative Agent's location at which
the related Vehicle is domiciled or at such other location as shall be
specified to the Trustee by the Administrative Agent. The Administrative Agent
shall make available to the Trustee or its duly authorized representatives,
attorneys or auditors the Lease Documents, the Rental Documents and the related
accounts, records and computer systems maintained by the Administrative Agent
or any agent thereof at such times as the Trustee shall reasonably instruct and
at such location as the same are maintained. The Administrative Agent shall
promptly report to the Trustee any material failure on its part to retain
possession of the Lease Documents and the Rental Documents and shall promptly
take appropriate action to remedy any such failure.
(d) In the exercise of its duties and powers hereunder, the
Administrative Agent may release any Lease Document or Rental Document or other
related item to the Trustee on behalf of the Trust or its agent or designee, as
the case may be, at such place or places as the Trustee may designate. The
Administrative Agent shall not be responsible for any Loss occasioned by the
failure of the Trustee to return any document or for any delay in doing so.
Section 2.03. Certificates of Title; Registration.
(a) In connection with the filing of the application for each
Certificate of Title, the Administrative Agent shall arrange for the related
Registrar of Titles to issue and deliver to or upon the order of the
Administrative Agent a Certificate of Title identifying the Trust or the
Trustee on behalf of the Trust as the owner of the related Vehicle. Each
Certificate of Title shall be held by the Administrative Agent as agent on
behalf of the Trust and as agent, custodian and bailee of the Lease Documents
and the Rental Documents pursuant to Section 2.02. The Administrative Agent
shall direct Ryder or any other entity assigning or causing to be assigned
Leases or Vehicles to the Trust or the Trustee on behalf of the Trust, to show
on each related Certificate of Title the owner of such Vehicle as "Ryder Truck
Rental LT", "RTRT, Inc., as Trustee" or such other designation as may be agreed
upon by the Administrative Agent and the UTI Beneficiaries from time to time
and that is acceptable to the related Registrars of Titles.
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(b) Except as otherwise required by applicable law, the related
Registrar of Titles or the Administrative Agent's customary servicing
procedures, the Administrative Agent shall direct Ryder to include the address
of the Administrative Agent as the address of the owner of each Vehicle. Except
as otherwise required by applicable law or the related Registrar of Titles, so
long as a Vehicle is owned by the Trust, the Administrative Agent shall not
permit the related Certificate of Title to identify any entity other than the
Trust or the Trustee on behalf of the Trust as the owner of such Vehicle, but
the Administrative Agent or any related Lessee may be the registrant with
respect to such Vehicle.
Section 2.04. Initial Funding of Payments to Manufacturers. The
Administrative Agent shall fund or cause to be funded payments on behalf of the
Trust to or upon the order of Ryder for each Lease and Vehicle acquired by the
Trust from Ryder or from a manufacturer at Ryder's request.
Section 2.05. Administrative Agent's Repurchase Obligations.
(a) The Administrative Agent hereby makes to the other parties hereto
and the parties to the Origination Trust Agreement the following
representations and warranties as to each Lease and Vehicle. The Trust shall
rely on such representations and warranties in accepting the Leases and the
Vehicles. Such representations and warranties shall speak as of the related
Vehicle Representation Date, and shall survive the transfer of the Leases and
the Vehicles and the delivery of the related Lease Documents or Rental
Documents to the Trust pursuant to the Origination Trust Agreement and this
Agreement:
(i) each Lease is an Eligible Lease; and
(ii) the Administrative Agent has satisfied or has caused Ryder
to satisfy the provisions of Section 2.03 with respect to Certificates
of Title for each Vehicle.
(b) Upon discovery by the Trustee, the Administrative Agent, the
Related Beneficiary or a related Holder that any such representation or
warranty was incorrect as of the related Vehicle Representation Date and
materially and adversely affects the interests of the Trust in the related
Lease or Vehicle, the party discovering such incorrectness (if other than the
Administrative Agent) shall give prompt written notice to the Administrative
Agent. Within 60 days after the Administrative Agent's discovery of such
incorrectness or receipt of the foregoing notice, the Administrative Agent
shall cure in all material respects the circumstance or condition as to which
the representation or warranty was incorrect as of the related Vehicle
Representation Date. If the Administrative Agent is unable or unwilling to do
so within such period, it shall promptly (i) deposit or cause to be deposited
into the related Collection Account an amount equal to the Reallocation Payment
and (ii) direct the Trustee to cause such Vehicle or Lease and related Vehicle
to be conveyed to the Administrative Agent as described below. Such deposit of
the Reallocation Payment shall satisfy the Administrative Agent's obligations
pursuant to this Section, shall be deemed to constitute payment in full of the
Reallocation Payment with respect thereto and shall cure any incorrectness of
the related representation or warranty for purposes of this Agreement.
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Upon the purchase by the Administrative Agent of a Lease or Vehicle
pursuant to this Section, the Trust or the Trustee on behalf of the Trust, as
applicable, shall be deemed to transfer, assign, set over and otherwise convey
to the Administrative Agent, without recourse, representation or warranty, all
right, title and interest of the Trust in, to and under such Lease or Vehicle,
all monies due or to become due with respect thereto after the date of such
repurchase and all proceeds thereof. The Trustee shall, at the expense of the
Administrative Agent, execute such documents and instruments of transfer or
assignment and take such other actions as shall reasonably be requested by the
Administrative Agent to effect the conveyance of each such Lease or Vehicle
pursuant to this Section, including the execution and filing with the related
Registrar of Titles of an application for transfer of ownership of each such
Vehicle to the Administrative Agent.
(c) Except as specifically set forth herein or in any other Trust
Document, the sole remedy of the Trust, the Related Beneficiary and the related
Holder with respect to a failure of a Lease to constitute an Eligible Lease or
the failure of the related Vehicle to be titled properly shall be to require
the Administrative Agent to make a Reallocation Payment with respect thereto as
provided in this Section. The obligations of the Administrative Agent under
this Section shall survive any partial or complete termination of the
Administrative Agent hereunder.
(d) The Administrative Agent shall be required to purchase a Vehicle
prior to the Maturity Date of the related Lease and remit to the related
Collection Account an amount equal to the Securitization Value of such Lease as
of the effective date of termination if the related Lessee changes the domicile
of or title to such Vehicle and such change would result in (i) the Trust doing
business in a jurisdiction in which it is not then qualified and licensed or
(ii) significant transfer expenses not paid by such Lessee, including the
imposition of any transfer tax.
(e) The Administrative Agent may grant Extensions (i) of UTI Leases
and (ii) with respect to SUBI Leases, as set forth in the related SUBI
Administration Supplement.
(f) Notwithstanding the foregoing, the Administrative Agent may
purchase an Expired Vehicle at any time. If such Vehicle is (i) a UTI Vehicle,
the purchase price shall equal the Securitization Value of the related Lease as
of the date of expiration or (ii) a SUBI Vehicle, the purchase price shall be
determined as set forth in the related SUBI Administration Supplement.
(g) Notwithstanding the foregoing, the Administrative Agent may, but
shall not be required to, terminate, and upon such termination, purchase a
Vehicle prior to the Maturity Date of the related Lease and remit to the
related Collection Account an amount equal to the Securitization Value of such
Lease as of the effective date of termination if the Administrative Agent (i)
exercises the Annual Termination Option, including if the related Lessee
rejects an increase in the Maintenance Component when the current Maintenance
Component provides the Maintenance Provider with below average service margins
or (ii) elects to purchase such Vehicle for any administrative or commercial
reason (each, a "Special Event Purchase").
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Section 2.06. Collections; Accounts.
(a) The Administrative Agent shall use commercially reasonable efforts
to (i) collect all payments required under each Lease and (ii) cause each
Lessee to make all payments in respect of the related Lease, accompanied by an
invoice bearing the identification number of the Vehicle to which such payment
relates.
(b) Consistent with the foregoing, the Administrative Agent may in its
discretion waive any late payment charge, in whole or in part, in connection
with delinquent payments on a Lease.
(c) As and when required by a related Supplement or Administration
Supplement, the Administrative Agent shall transfer between the related
Collection Accounts (or a SUBI Lease Account, as applicable) such funds as are
required to be so transferred in connection with any Trust Asset Transfer.
(d) Transfers by the Administrative Agent to an entity at which any
Trust Account is maintained may include (i) funds being deposited into more
than one Trust Account, (ii) proceeds of Trust Assets and Other Proceeds, in
each case in a single wire transfer, provided that such transfer is accompanied
by instructions as to the appropriate division of all such proceeds and (iii)
Other Collections.
(e) As to any SUBI Collections or UTI Collections (but excluding Other
Collections) received by the Administrative Agent with respect to any Trust
Asset:
(i) except as provided below, with respect to any such UTI
Collections or SUBI Collections, upon processing thereof, the
Administrative Agent shall deposit such funds into the related
Collection Account;
(ii) with respect to Other Collections, the Administrative Agent
may deposit such funds in accordance with its normal business
practices; and
(iii) with respect to any Capital Contribution, except as
otherwise directed by the maker of such Capital Contribution, upon
processing thereof, the Administrative Agent shall deposit such funds
into the related Collection Account.
(f) Notwithstanding the foregoing, with respect to any Total Monthly
Payments, Sales Proceeds, Termination Proceeds, Casualty Proceeds, Insurance
Proceeds, Prepayments or any other payments made by or on behalf of any Lessee
or otherwise with respect to any Lease or Vehicle:
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(i) upon processing of such funds, the Administrative Agent shall
ascertain within two Business Days thereafter the following
information: (A) the amount of each receipt, (B) the identification
number of the Vehicle to which such receipt relates, (C) the nature of
the payment (i.e., whether a Total Monthly Payment, Insurance
Proceeds, Sales Proceeds, Termination Proceeds, Excess Termination
Proceeds, Casualty Proceeds, Excess Casualty Proceeds, a Prepayment or
any other payment by or on behalf of the related Lessee), (D) the date
of receipt of such payment and (E) the Sub-Trust to which such Lease
has been allocated (collectively, the "Payment Information");
(ii) as to any such funds received by the Administrative Agent
accompanied by all Payment Information, the Administrative Agent
shall, within two Business Days after processing thereof, (A) enter
the Payment Information in its computer system, (B) segregate by
making notations in its records all such funds by the Sub-Trust to
which such funds relate and (C) except as otherwise provided in a
related Administration Supplement, deposit all such funds (and, in the
case of a SUBI, net of any reimbursement provided to the
Administrative Agent pursuant to a related SUBI Administration
Supplement) into the related Collection Account;
(iii) as to any such funds received by the Administrative Agent
that are not accompanied by all Payment Information, the
Administrative Agent shall enter into its computer system all
available Payment Information, use its commercially reasonable efforts
to obtain all missing Payment Information as soon as practicable and,
upon receipt of the remaining Payment Information, the Administrative
Agent shall, within two Business Days after processing thereof, enter
such remaining Payment Information into its computer system and apply
the related funds as described in clause (ii) above.
(g) The Administrative Agent shall, from time to time, determine the
respective amounts and recipients and:
(i) as and when required by and as provided in this Agreement or
a related Administration Supplement, transfer from the related
Collection Account any due and unpaid Administration Fees;
(ii) as and when required by the Origination Trust Agreement,
this Agreement or a related Supplement or Administration Supplement,
transfer from the UTI Collection Account any Trust Expenses,
Reimbursable Expenses or Liabilities for which reimbursement is
authorized hereunder or thereunder to the Person entitled thereto;
(iii) as and when required by a related Supplement or
Administration Supplement, transfer from the related SUBI Collection
Account to the UTI Collection Account funding for each SUBI's share of
any allocable Trust Expenses, Reimbursable Expenses or Losses for
which reimbursement is authorized by the Origination Trust Agreement
or such Supplement or Administration Supplement to the extent not
otherwise provided for in this Section;
(iv) as and when required by the related Securitized Financing
Documents, transfer from the related Collection Account to the related
Distribution Account such amounts as are required to be distributed
from time to time in connection with each Securitized Financing;
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(v) as and when required by the Origination Trust Agreement or a
related Supplement or Administration Supplement, transfer between the
related Collection Accounts (or a SUBI Lease Account, as applicable)
any other funds as provided for in the Origination Trust Agreement or
any such Supplement or Administration Supplement; and
(vi) with respect to any Lease that has reached its Maturity Date
or as to which the Annual Termination Option was exercised, within two
Business Days after processing thereof, deposit into the related
Collection Account an amount equal to the lesser of (A) any Sales
Proceeds and (B) the Securitization Value of such Lease as of its
Maturity Date or date of exercise of the Annual Termination Option, as
the case may be.
Notwithstanding anything to the contrary contained herein, upon
receipt of instructions in accordance with this Agreement, the other Trust
Documents or any related Securitized Financing Documents (whether in the form
of an Officer's Certificate or otherwise), so long as Ryder Truck Rental I LP
and Ryder Truck Rental II LP are UTI Holders hereunder and Ryder is, in each
case, the limited partner thereof, any monies to be paid hereunder, other than
SUBI Collections, may be paid to or upon the order of Ryder, without the
deposit of such monies into the UTI Collection Account.
(h) The Administrative Agent shall from time to time, in accordance
with the Origination Trust Agreement or an applicable Supplement or
Administration Supplement, (i) identify and allocate on the books and records
of the Trust certain Leases and Vehicles into one or more SUBIs, either upon
the initial creation of such SUBI or periodically following its creation, and
(ii) direct the Trustee to transfer periodically from and to the related Trust
Accounts (A) such funds as are provided for in such Supplement or
Administration Supplement in connection with any Trust Asset Transfer and (B)
such SUBI's appropriate share of the Liabilities of the Trust, as determined in
accordance with the Origination Trust Agreement and such Supplement or
Administration Supplement.
(i) The Administrative Agent shall account to the Trust for the Trust
Assets related to each Sub-Trust separately in accordance with this Agreement,
the Origination Trust Agreement and the related Administration Supplement or
Supplement. The Administrative Agent shall arrange for payments by the Trustee
from each Collection Account to or at the direction of the related Holder, in
each case in accordance with the related Trust Documents or Securitized
Financing Documents.
(j) Total Monthly Payments made by mail by Lessees shall be deposited
into a lock box maintained by a bank and controlled by the Administrative
Agent, and the applicable portion thereof shall then be deposited into the
related Collection Account within two Business Days after processing.
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(k) Except as otherwise provided in an applicable Administration
Supplement, all payments made in respect of the Maintenance Component of Total
Monthly Payments received by the Administrative Agent shall be paid to or
retained by the Maintenance Provider within a reasonable time after the
Administrative Agent's receipt thereof. If the Administrative Agent fails to
comply with the preceding sentence, the Maintenance Provider shall have the
right to resign as Maintenance Provider, and the parties hereto shall comply
with the applicable provisions of Section 6.01 as if a termination of the
Maintenance Provider had occurred. The Maintenance Provider shall, and hereby
agrees to, comply in all material respects with (i) all applicable provisions
of this Agreement and (ii) all requirements relating to the provision of
services and maintenance contained in any Lease.
Section 2.07. Servicing Compensation. As compensation for the
performance of its obligations under this Agreement, and subject to any
applicable Administration Supplement, the Administrative Agent shall be
entitled to receive (i) with respect to the UTI, the Administration Fee and
(ii) with respect to a SUBI, such Administration Fee and such additional
compensation as may be provided for in the related SUBI Administration
Supplement. If at any time the Administrative Agent shall service only the
Trust Assets allocated to a particular Sub-Trust, any servicing compensation
shall be calculated based only on such Trust Assets and shall be deemed to be
an expense incurred only with respect to such Sub-Trust. The Administration Fee
shall be deemed to be an expense incurred with respect to and allocated to the
Related Trust Assets, rather than all Trust Assets generally, and shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Section 2.08. Third Party Claims. The Administrative Agent shall
immediately notify the Trustee upon learning of a Claim or Lien of whatever
kind of a third party that would materially and adversely affect the interests
of the Trust or any Trust Assets allocated to a particular Sub-Trust (with
respect to any Lease or Vehicle relating thereto). When the Administrative
Agent becomes aware of any such Claim or Lien with respect to a Lease or
Vehicle, it shall take whatever action it deems reasonably necessary to cause
such Claim or Lien to be removed.
Section 2.09. Repossession and Sale of Vehicles.
(a) Subject to Section 2.09(b), the Administrative Agent shall use
commercially reasonable efforts to sell, re-deploy or otherwise dispose of any
Expired Vehicle or Vehicle as to which a Prepayment has been made by the
related Lessee without having made a Termination Value Payment, and to
repossess and sell or otherwise dispose of any Defaulted Vehicle. In
repossessing, selling or disposing of a Vehicle, the Administrative Agent shall
follow such practices and procedures as it shall deem necessary or advisable in
the servicing of full-service operating truck, tractor and trailer leases,
which may include (i) allowing a Lessee a period of time in addition to that
provided by the related Lease within which to cure a default under such Lease;
(ii) consigning a Vehicle to Ryder for resale, rental or re-lease (depending on
which of the foregoing, in the reasonable judgment of the Administrative Agent,
is likely to produce optimal cash flow); (iii) selling or re-deploying a
Vehicle at public or private sale in a commercially reasonable manner, in each
case in compliance with the related Lease and all applicable laws; or (iv)
commence and prosecute any Proceedings in respect of a Lease and the related
Vehicle.
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(b) The obligations of the Administrative Agent under this Section are
subject to the proviso that, in the event of damage to a Vehicle from a cause
for which the Lessee under the related Lease was not required to obtain
casualty or other insurance or maintain such insurance in full force and
effect, the Administrative Agent shall not be required to expend funds in
repairing such Vehicle unless it shall reasonably determine that such
restoration will increase the related Proceeds by an amount at least equal to
the cost of such repairs. The Administrative Agent shall expend funds in
connection with the repossession or sale, re-lease or rental of any Vehicle
(and all such expenses shall constitute Disposition Expenses) only to the
extent it reasonably determines that such Disposition Expenses will not exceed
the anticipated Proceeds thereof. The Administrative Agent shall be responsible
for all other costs and expenses incurred by it in connection with any action
taken in respect of Leases or Vehicles; provided, however, that such costs and
expenses shall be Reimbursable Expenses only to the extent such costs and
expenses constitute Disposition Expenses or Insurance Expenses. All Termination
Proceeds and Insurance Proceeds shall be deposited and transferred as provided
in Section 2.06 and in any applicable Administration Supplement.
Notwithstanding the foregoing, prior to such deposit and transfer, the
Administrative Agent may elect to deduct from any Termination Proceeds or
Insurance Proceeds any unreimbursed Disposition Expenses and Insurance Expenses
in lieu of obtaining reimbursement for such expenses. In connection with this
Section, the Trustee, on behalf of the Trust, shall grant to the Administrative
Agent a power of attorney substantially in the form attached hereto as Exhibit
A with regard to the Vehicles, and the Administrative Agent, as "Grantee"
thereunder, with full power of substitution, shall give prompt notice to the
Trustee upon any such substitution.
Section 2.10. Administrative Agent to Act on Behalf of Trustee.
(a) The Administrative Agent shall be deemed to have received proper
instructions with respect to any of the books and records relating to the Trust
Assets, including any Lease Document or Rental Document, upon its receipt of
written instructions by a Responsible Officer of the Trustee or the Trust
Agent. A certified copy of a bylaw or resolution of the Board of Directors of
the Trustee or the Trust Agent shall constitute conclusive evidence of the
authority of any such Responsible Officer to act, and shall be considered in
full force and effect until receipt by the Administrative Agent of written
notice to the contrary given by the Trustee or the Trust Agent, as the case may
be.
(b) The Administrative Agent shall identify from time to time all (i)
UCC financing statements reflecting certain interests in Leases allocated to a
particular Sub-Trust and all related rights, (ii) periodic sales and use tax or
property (real or personal) tax reports, (iii) periodic renewals of licenses
and permits, (iv) periodic renewals of qualifications to act as a business
trust and (v) other periodic governmental filings, returns, registrations or
approvals (collectively, "Filings") arising with respect to or required of the
Trust or the Trustee, including (in the case of clauses (iii) and (v)) such
licenses, permits and other Filings as are required for the Trust or the
Trustee on behalf of the Trust, as the case may be, to accept assignments of
Leases or Vehicles, to be identified as the owner of the Vehicles on such
Certificates of Title and to maintain evidence of the Trust's or the Trustee's
ownership on such Certificates of Title, as contemplated by Sections 2.03 and
2.16. The Administrative Agent shall also identify any surety bonds or other
ancillary undertakings required of the Trust or the Trustee in respect of any
Filing. The Administrative Agent shall timely prepare and file or cause to be
filed (with, to the extent applicable, the cooperation of the UTI
Beneficiaries, the Trustee or the Trust) with the appropriate Person each
Filing and each such ancillary undertaking (in each case with a copy to the
Trustee) and shall pay any and all fees, taxes or expenses required to be paid
in connection with the foregoing (collectively, "Fees and Taxes"). In
connection with this Section, the Trustee shall grant to the Administrative
Agent such authority, including any necessary power of attorney (substantially
in the form attached hereto as Exhibit B) as it may require to effect each such
Filing or ancillary undertaking. In the event the Administrative Agent receives
notice or has actual knowledge of any non-compliance with any Filing
requirement, it shall promptly so notify the Trustee. Notwithstanding the
foregoing, the Administrative Agent shall in no event be required to perform
any of the actions specified in this Section in connection with any
requirements that may be applicable to any co-trustee (except to the extent
provided for in any applicable Co-Trustee Agreement to which the Administrative
Agent may be a party), separate trustee or nominee of the Trust.
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(c) The Administrative Agent agrees to indemnify, defend and hold
harmless the Trustee, the Delaware Trustee, the UTI Beneficiaries, the Holders
and their respective officers, directors, shareholders, employees and agents
(including any Trust Agent) for any Liability incurred as a result of any act,
or any failure to take action required to be taken pursuant to the Trust
Documents, by the Administrative Agent in connection with:
(i) the use or operation by the Administrative Agent or any
Affiliate thereof of any Vehicle; and
(ii) the Administrative Agent's maintenance and custody of the
information relating to the Trust Assets, the servicing of the Leases
or the Vehicles or any other activity undertaken or omitted (when
required to have been undertaken pursuant to the Trust Documents) by
the Administrative Agent with respect to any Trust Asset hereunder or
under an Administration Supplement, but only if and to the extent such
Liability arose out of the Administrative Agent's negligence, willful
misconduct or bad faith in the performance of its duties under this
Agreement or an Administration Supplement or in reckless disregard of
such duties; provided, however, that such indemnification by the
Administrative Agent shall not extend to any Liability incurred due to
(A) the negligence, willful misconduct or bad faith of the Trustee,
(B) an action taken (or omission to act) by the Administrative Agent
upon the written request of a Responsible Officer of the Trustee or
the Trust Agent, in each case except to the extent of the
Administrative Agent's negligence, willful misconduct or bad faith, if
any, in connection therewith or in response thereto, or (C) any
failure to cause any co-trustee, separate trustee or nominee of the
Trust to be identified as the owner of a Vehicle on any Certificate of
Title, unless the Administrative Agent is specifically requested to do
so by the Trustee.
The obligations of the Administrative Agent in this Section shall survive the
termination of this Agreement or the resignation or removal of the
Administrative Agent or the Trustee.
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Section 2.11. Fidelity Bond; Insurance.
(a) To the extent commercially available, the Administrative Agent
shall maintain a fidelity bond in (i) such form as is customary for financial
institutions acting as custodians of funds and documents in respect of mortgage
loans or consumer receivables on behalf of institutional investors and (ii) an
amount not less than $5 million. The cost of such fidelity bond shall be borne
by the Administrative Agent.
(b) The Administrative Agent shall make reasonable commercial efforts
to ensure that either Ryder or a related Lessee, as determined by the related
Lease, shall have, and maintain in full force and effect during the related
Lease Term, a comprehensive and collision physical damage insurance policy
(which may be self-insurance) naming the Trust or the Trustee on behalf of the
Trust, as applicable, depending on the name shown or to be shown as the owner
on the related Certificate of Title, as a "loss payee". The Administrative
Agent shall also take steps to ensure that either Ryder or a related Lessee
also maintains (and, in the case of Vehicles subject to a Lease, in accordance
with the terms of such Lease) vehicle liability insurance (which may be
self-insurance) naming the Trustee, on behalf of the Trust, as an additional
insured. The Administrative Agent shall, in accordance with its customary
servicing procedures, take appropriate steps to confirm and ensure that either
Ryder or a related Lessee maintains the above insurance in respect of the
Vehicles (and, in the case of Vehicles subject to a Lease, in accordance with
the terms of the related Leases). If a Lessee fails to obtain or maintain
required insurance, the Administrative Agent may (i) obtain insurance on behalf
of and at the expense of such Lessee or (ii) deem the related Lease to be in
default, and the Administrative Agent shall determine whether to repossess the
related Vehicle in accordance with Section 2.08 or otherwise seek enforcement
of such Lease.
Section 2.12. Administrative Agent Not to Resign; Assignment.
(a) Except as provided in Section 5.01(c) or 8.01, the Administrative
Agent shall not resign from the duties and obligations imposed on it hereby as
Administrative Agent, except upon a determination by its Board of Directors
that by reason of a change in applicable legal requirements, the continued
performance by the Administrative Agent of its duties as Administrative Agent
under this Agreement would cause it to be in violation of such legal
requirements in a manner that would result in a material adverse effect on the
Administrative Agent or its financial condition, such determination to be
evidenced by the delivery to the Trustee of a Board Resolution and an Opinion
of Counsel to such effect. No such resignation shall become effective until the
earlier of (i) 45 days after the delivery to the Trustee of such notice and
(ii) the date upon which the Administrative Agent becomes unable to act as
Administrative Agent, as specified in such notice and Opinion of Counsel. The
Administrative Agent shall, during such period, assist the Trustee in finding a
new Administrative Agent, which Person shall enter into a new administration
agreement with the Trust, such agreement to have substantially the same
provisions as this Agreement. The Trustee shall not unreasonably withhold its
consent to such administration agreement.
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(b) The Administrative Agent may not assign this Agreement or any of
its rights, powers, duties or obligations hereunder; provided, however, that
the Administrative Agent may assign this Agreement in connection with a
consolidation, merger, conveyance, transfer or lease made in compliance with
Section 2.13.
(c) Except as otherwise provided in this Section, the duties and
obligations of the Administrative Agent under this Agreement shall continue
until the Administrative Agent is replaced pursuant to Section 5.01(c) or until
this Agreement shall have been terminated as provided in Section 8.01 and shall
survive the exercise by the Trustee of any right or remedy under this Agreement
or the enforcement by the Trustee of any provision of the other Trust
Documents.
Section 2.13. Merger.
(a) the Administrative Agent shall not consolidate with or merge into
any other corporation or convey, transfer or lease all or substantially all of
its assets as an entirety to any Person, in either case without the prior
written consent of the Trustee, unless (i) the corporation to be formed by such
consolidation or into which the Administrative Agent is to be merged or the
Person that is to acquire by conveyance, transfer or lease all or substantially
all of the assets of the Administrative Agent as an entirety (A) is an entity
organized and existing under the laws of the United States or any State and (B)
either executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, containing an assumption by such
successor entity of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Administrative Agent
under this Agreement and the other Trust Documents or will be so bound by
operation of law or (ii) the Administrative Agent will be the surviving
corporation resulting from such consolidation or merger.
(b) Any corporation (i) into which the Administrative Agent may be
merged or consolidated, (ii) that may result from any merger, conversion or
consolidation to which the Administrative Agent shall be a party, (iii) that
may succeed to all or substantially all of the business of the Administrative
Agent or (iv) more than 50% of the voting stock of which is directly or
indirectly owned by Ryder or any Affiliate thereof and that is otherwise
servicing truck, tractor and trailer leases, which corporation in any of the
foregoing cases executes an agreement of assumption to perform every obligation
of the Administrative Agent under the Trust Documents, shall be the successor
to the Administrative Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties to
this Agreement. The Administrative Agent shall provide notice of any merger,
consolidation or succession pursuant to this Section to the Trustee and, if any
Rated Securities are outstanding, each Rating Agency. The Administrative Agent
may appoint one or more nominees to hold title to any or all Trust Assets in
the name of such nominee title holder for the sole and exclusive benefit of the
Trust and, upon the appointment of such nominee title holder, the Trustee
shall, on behalf of the Trust, transfer title to all or such portion of the
Trust Assets as directed by the Administrative Agent.
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Section 2.14. Limitation on Liability of Administrative Agent.
(a) Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be under any Liability to the Trust, the
Trustee, any Beneficiary, any Holder or any third party beneficiary of this
Agreement or any other Trust Document, except as otherwise provided in the
applicable Trust Document, for any action taken or for refraining from the
taking of any action pursuant to this Agreement or any other Trust Document, or
for errors in judgment; provided, however, that this provision shall not
protect the Administrative Agent or any such individual against any Liability
that would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties under this Agreement or any other Trust Document.
(b) Except as otherwise provided in this Agreement or any other Trust
Document, the Administrative Agent shall not be under any obligation to appear
in, prosecute or defend any Proceeding not incidental to its duties to service
the Leases in accordance with this Agreement, and that in its opinion may
involve it in any Liability; provided, however, that the Administrative Agent
may undertake any reasonable action it may deem necessary or desirable in
respect of this Agreement and the rights and duties of the parties hereto and
the interests of the Trust, and any reasonable expense related to any such
undertaking by the Administrative Agent shall be a Reimbursable Expense.
(c) The Administrative Agent and any director, officer, employee or
agent thereof may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising under this Agreement or any other Trust
Document.
Section 2.15. Administrative Agent Reimbursement.
(a) The Administrative Agent may obtain on any day from the Trust,
from amounts on deposit in the UTI Collection Account and in accordance with
any related Administration Supplement, reimbursement for any Reimbursable
Expense; provided, that (i) the Administrative Agent shall have delivered to
the Trustee an Officer's Certificate setting forth the calculation of such
Reimbursable Expenses and (ii) any such reimbursement may not exceed the
excess, if any, as of the date immediately preceding the date of such Officer's
Certificate, of the UTI Collection Account Balance over the Required UTI
Collection Account Balance.
(b) The Administrative Agent may obtain from the Trust the balance of
any unreimbursed Reimbursable Expenses for all prior Collection Periods upon
presentation during any Collection Period to the Trustee of the reports
required pursuant to Section 4.01(c) with respect to the immediately preceding
Collection Period; provided, that the Administrative Agent may not obtain
reimbursement of Reimbursable Expenses pursuant to this Section in excess of
the lesser of (i) the aggregate amount of unreimbursed Reimbursable Expenses
incurred during all previous Collection Periods and (ii) the amount calculated
pursuant to Section 2.15(a)(ii).
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Section 2.16. Eligible Leases; Documentation. Ryder shall, in the
ordinary course of its business, generate Eligible Leases. Ryder may from time
to time assign to the Trust or the Trustee on behalf of the Trust all Eligible
Leases, the Vehicles relating thereto and any Rental Vehicles and the
Certificates of Title to such Vehicles, and shall do so with the proper name on
the Certificate of Title as specified by the Administrative Agent in accordance
with Section 2.03. Ryder shall deliver or cause to be delivered the related
Lease Documents or Rental Documents to or upon the order of the Administrative
Agent. The obligations of the Administrative Agent pursuant to this Section
shall survive any partial or complete termination of the Administrative Agent
pursuant to this Agreement. Ryder may lease from the Trust any UTI Vehicles or
Rental Vehicles, in each case pursuant to, and in accordance with the
provisions of, the UTI Master Lease.
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ARTICLE THREE
MAINTENANCE PROVIDER
Section 3.01. Provision of Certain Specified Services and Maintenance.
(a) The Maintenance Provider shall, with respect to each Vehicle
subject to a Lease, as provided under, and in material accordance with, each
such Lease:
(i) supply or cause to be supplied all parts and labor necessary
to keep the Vehicles in good operating condition, using that degree of
skill, care and attention in accordance with the customary and usual
procedures employed by the Maintenance Provider in maintaining similar
vehicles for its own account. In connection therewith, the Maintenance
Provider shall perform periodic preventative maintenance on the
Vehicles and other scheduled and non-scheduled maintenance and repairs
on and to the Vehicles, and shall create and store all Vehicle
maintenance records;
(ii) wash the Vehicles, provide emergency road service for
mechanical and tire failures involving the Vehicles, paint and decal
the Vehicles and assist the Lessee in formulating specifications for
the Vehicles;
(iii) apply for and obtain vehicle licenses and registrations and
other required road, fuel and mileage permits for the Vehicles, pay
taxes imposed on the Vehicles and complete and submit the related tax
returns;
(iv) rent vehicles on a short-term basis as (A) substitutes for
Vehicles that have been rendered inoperable due to temporary
mechanical failure, (B) replacement vehicles for Vehicles that are out
of service for the repair of physical damage and (C) extra vehicles to
meet seasonal fluctuations in the Lessee's business;
(v) provide fuel for the Vehicles, conduct periodic safety checks
of the Vehicles at fueling times and perform fuel tax reporting; and
(vi) administer a transportation safety program (including
conducting periodic safety meetings), verify that the Lessee's drivers
are properly licensed, assist the Lessee in satisfying related
regulatory requirements and monitor the Lessee's drivers' safety
records.
(b) The Maintenance Provider shall, with respect to each Rental
Vehicle, as provided under, and in material accordance with, each related
Rental Agreement (as amended by any applicable Lease) and applicable law:
(i) supply or cause to be supplied all parts and labor necessary
to keep such Rental Vehicle in good operating condition, using that
degree of care, skill and attention in accordance with the customary
and usual procedures employed by the Maintenance Provider in
maintaining similar vehicles for its own account. In connection
therewith, the Maintenance Provider shall perform periodic
preventative maintenance and other scheduled and non-scheduled
maintenance and repairs thereon and thereto, and shall create and
store maintenance records relating thereto;
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(ii) provide emergency road service for mechanical and tire
failures;
(iii) apply for and maintain vehicle licenses and registrations
and other required road, fuel and mileage permits, pay taxes imposed
thereon and complete and submit the related tax returns; and
(iv) provide fuel, conduct periodic safety checks at fueling
times and perform fuel tax reporting.
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ARTICLE FOUR
STATEMENTS AND REPORTS
Section 4.01. Reporting by the Administrative Agent; Delivery of
Certain Documentation.
(a) On or prior to the date hereof, and periodically thereafter as
required in order to update the contents thereof upon any changes in the
matters certified therein, the Administrative Agent shall furnish to the
Trustee and each Beneficiary an Officer's Certificate listing the officers of
the Administrative Agent involved in, or responsible for, the servicing of the
related Leases and Vehicles.
(b) The Administrative Agent shall retain or cause to be retained all
data (including, without limitation, computerized records, operating software
and related documentation) relating directly to or maintained in connection
with the servicing of the Leases and the Vehicles. Upon the occurrence and
continuance of an Administrative Agent Default and termination of the
Administrative Agent's obligations under this Agreement, the Administrative
Agent shall use commercially reasonable efforts to effect the orderly and
efficient transfer of the servicing of the Leases and the Vehicles to a
successor as provided in Section 5.01(c).
(c) On or before each Determination Date, the Administrative Agent
shall, with respect to (i) the UTI, upon request and (ii) each SUBI, as
specified in a related Administration Supplement, cause to be delivered to (A)
the Trustee, a revised Schedule of Vehicles, containing data as of the last day
of the related Collection Period, (B) the Trustee and the Related Beneficiary,
a report in respect of such Collection Period setting forth any information
required to be set forth therein by the related Administration Supplement and
(C) the Trustee, to the extent reimbursement is requested pursuant to Section
2.15, an Officer's Certificate of the Administrative Agent identifying all
related Leases and Vehicles acquired by the Trust during such Collection
Period, the aggregate cost of such acquisitions, the amount transferred by the
Administrative Agent during such Collection Period to fund such acquisitions,
the amount of all Reimbursable Expenses paid by the Administrative Agent during
such Collection Period, the amount of all Capital Contributions made by the
Related Beneficiary during such Collection Period, the amount of any transfer
during such Collection Period into the related Collection Account and the
balance due the Administrative Agent with respect to any unreimbursed Advances.
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ARTICLE FIVE
ADMINISTRATIVE AGENT DEFAULTS
Section 5.01. Administrative Agent Defaults; Termination of
Administrative Agent.
(a) Any of the following acts or occurrences shall constitute a
default hereunder (each, an "Administrative Agent Default"):
(i) the Administrative Agent shall fail to deliver to the Trustee
for distribution to or for the account of a Holder, any amounts
required to be so distributed pursuant to this Agreement (including a
related Administration Supplement), and such failure shall have
continued for a period of five Business Days after either discovery by
an officer of the Administrative Agent of such failure or written
notice of such failure shall have been given to the Administrative
Agent by the Trustee or such Holder; provided, however, that any such
failure with respect to any Sub-Trust shall be an Administrative Agent
Default only with respect to such Sub-Trust and not with respect to
any other Sub-Trust;
(ii) the Administrative Agent shall fail to duly observe or
perform any of its covenants or agreements in this Agreement or an
Administration Supplement, which failure materially and adversely
affects the rights of the Trust or a related Holder, and such default
shall have continued for a period of 90 days after written notice
thereof shall have been given to the Administrative Agent by the
Trustee or such Holder; provided, however, that (A) any such default
with respect to any Sub-Trust shall be an Administrative Agent Default
only with respect to such Sub-Trust and not with respect to any other
Sub-Trust, and (B) the determination of materiality with respect to
any Sub-Trust shall be made by reference to the related Holder and not
by reference to any other Holder;
(iii) (A) the existence of any Proceeding in, or the entry of a
decree or order for relief by, a court or regulatory authority having
jurisdiction over the Administrative Agent in an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, (B)
the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official with respect to the
Administrative Agent or any substantial part of its property or (C)
the ordering of the winding up or liquidation of the affairs of the
Administrative Agent, and in each case, the continuance of any such
Proceeding, decree or order unstayed and, in the case of any such
decree or order, in effect for a period of 90 consecutive days;
(iv) (A) the commencement by the Administrative Agent of a
voluntary case under the federal bankruptcy laws, as now or hereafter
in effect, (B) the consent by the Administrative Agent to the
appointment of or taking of possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official
with respect to the Administrative Agent or any substantial part of
its property, (C) the making by the Administrative Agent of an
assignment for the benefit of creditors, (D) the failure by the
Administrative Agent generally to pay its debts as such debts become
due or (E) the taking of corporate action by the Administrative Agent
in furtherance of any of the foregoing;
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(v) any representation, warranty or statement of the
Administrative Agent made in this Agreement or in a related
Administration Supplement (excluding those contemplated by Section
2.05(a)) or any certificate, report or other writing delivered
pursuant to this Agreement or any other document relating to the Trust
to which the Administrative Agent is a party or by which it is bound
shall prove to have been incorrect in any material respect when made
and has a material adverse effect on a related Holder, and such
material adverse effect continues for a period of 30 days after
written notice thereof shall have been given to the Administrative
Agent by the Trustee or such Holder; provided, however, that (A) any
such incorrect representation, warranty or statement made with respect
to any Sub-Trust shall be an Administrative Agent Default only with
respect to such Sub-Trust and not with respect to any other Sub-Trust
and (B) the determination of a material adverse effect with respect to
any Sub-Trust shall be made only by reference to the related Holder
and not to any other Holder; or
(vi) the Administrative Agent shall fail to deliver to the
Trustee any report required to be delivered to the Trustee pursuant to
this Agreement within 30 Business Days after the date such report is
due; provided, however, that (A) any such failure with respect to any
Sub-Trust shall be an Administrative Agent Default only with respect
to such Sub-Trust and not with respect to any other Sub-Trust and (B)
the Administrative Agent may, within 60 days after the date such
report is due, cure such Administrative Agent Default by delivering to
the Trustee such report.
Notwithstanding the foregoing, a delay in or failure of performance under
clause (i) for a period of ten Business Days, under clause (ii) for a period of
180 days, under clause (v) for a period of 90 days or under clause (vi) for a
period of 60 Business Days, shall not constitute an Administrative Agent
Default if caused by a Force Majeure Event.
(b) Upon the occurrence of a Force Majeure Event, the Administrative
Agent shall (i) make commercially reasonable efforts to perform its obligations
hereunder in a timely manner in accordance with the terms of this Agreement and
(ii) provide to the Trustee, the UTI Beneficiaries, the Related Beneficiary and
each related Holder prompt notice of such Force Majeure Event and the resulting
delay or failure in performance to which such Force Majeure Event relates,
together with a description of its efforts to so perform its obligations
hereunder.
(c) If an Administrative Agent Default shall have occurred and be
continuing with respect to one or more Sub-Trusts, the Trustee may remedy such
Administrative Agent Default, or the Trustee on behalf of the Trust shall, at
the direction of the Required Related Holders (which, with respect to an
Administrative Agent Default relating to a SUBI, shall not include the UTI
Beneficiaries and which, with respect to an Administrative Agent Default
relating only to the UTI, shall only include the UTI Beneficiaries), or, if
applicable, the holders of Rated Securities (in the manner provided for in the
related Administration Supplement), by notice given to the Administrative
Agent, the UTI Beneficiaries and the related Holders (and, if applicable, to
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the holders of such Rated Securities), terminate all (or, if such
Administrative Agent Default relates only to a particular Sub-Trust, the
applicable portion) of the rights and obligations of the Administrative Agent
under this Agreement and the related Administration Supplement, including all
or a portion (allocable to the rights and obligations terminated) of the rights
of the Administrative Agent to receive the servicing compensation provided for
in Section 2.07 (or the applicable portion thereof) with respect to such
Sub-Trust following the assumption by a successor of the Administrative Agent's
duties hereunder. Upon any such termination, the Administrative Agent shall
continue to perform its functions as Administrative Agent until the earlier of
the date specified in the termination notice or, if no such date is specified
therein, the date of the Administrative Agent's receipt of such notice, at
which time all rights, powers, duties, obligations and responsibilities of the
Administrative Agent under this Agreement and the related Administration
Supplement, whether with respect to the Administration Fee or otherwise, so
terminated with respect to one or more Sub-Trusts shall, as applicable, vest in
and be assumed by any successor administrative agent appointed by the Trustee
pursuant to an administration agreement with the Trust and the Related
Beneficiary, containing substantially the same provisions as this Agreement in
respect of the related Sub-Trust (including those with respect to the
compensation of such successor administrative agent; provided, however, that
such successor shall have no responsibilities with respect to the purchase of
additional Leases and Vehicles by the Trust or with respect to making
Advances), and the Trustee is hereby irrevocably authorized and empowered to
execute and deliver, on behalf of the Administrative Agent, as attorney-in-fact
or otherwise, all documents and other instruments (including any notices to
Lessees deemed necessary or advisable by the Trustee), and to do or accomplish
all other acts or things necessary or appropriate to effect such vesting and
assumption, including, without limitation, directing any or all of the related
Lessees to remit payments on or in respect of the related Leases and Vehicles
to an account or address designated by the Trustee or such new administrative
agent. Without limitation of the foregoing, if the rights of the Administrative
Agent shall have been terminated in accordance with Section 8.01 with regard to
any Sub-Trust, the Administrative Agent shall, upon demand of the Trustee or
upon direction of the Related Beneficiary, deliver to the Trustee or the
successor Administrative Agent copies of all books and records necessary for
the servicing of the related Leases and Vehicles, all related monies collected
by it and required to be deposited, as appropriate, in any Trust Account or
other account relating to each such Sub-Trust, and any related Vehicle in its
possession and that, in the case of an Expired Vehicle or Defaulted Vehicle,
has not yet been sold or otherwise disposed of pursuant to Section 2.09 or
purchased by the Administrative Agent pursuant to Section 2.05(f). In addition,
the Administrative Agent shall use its commercially reasonable efforts to
effect the orderly and efficient transfer of the servicing of the related
Leases and Vehicles included in each Sub-Trust with respect to which such
termination shall have occurred to the party that will be assuming
responsibility for such servicing and, as promptly as practicable, the
Administrative Agent shall provide the new Administrative Agent with a current
computer tape containing all information required for the servicing of the
related Leases and Vehicles, together with documentation containing any and all
information necessary for use of such computer tape. All reasonable costs and
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expenses (including the Administrative Agent's conversion costs and attorneys'
fees) incurred in connection with transferring the servicing of the related
Leases and Vehicles to the new Administrative Agent and amending this Agreement
to reflect such succession as Administrative Agent pursuant to this Section
shall be paid by the predecessor Administrative Agent (or, if the predecessor
Administrative Agent is the initial Trustee, the initial Administrative Agent)
upon presentation of reasonable documentation of such costs and expenses.
If a successor Administrative Agent is not appointed by the effective
date of the predecessor Administrative Agent's termination hereunder or
resignation pursuant to Section 2.12, the Trustee shall act as successor
Administrative Agent with respect to the Sub-Trust or Sub-Trusts affected
thereby. If the Trustee is unwilling or legally unable to so act, then the
Trustee shall promptly appoint, or petition a court of competent jurisdiction
to appoint, as successor Administrative Agent with respect to such Sub-Trust or
Sub-Trusts, any established entity the regular business of which includes the
servicing of truck, tractor and trailer leases.
In the event of the partial termination by the Trustee of any, but not
all, of the Administrative Agent's rights and powers hereunder, the
Administrative Agent (and, except with respect to UTI Assets, unless otherwise
directed by the Trustee) shall continue to service, administer and collect
Leases and Vehicles in unaffected Sub-Trusts and shall have the right to
receive servicing compensation in accordance with Section 2.07 with respect to
all such unaffected Sub-Trusts.
(d) The Trustee may waive any default by the Administrative Agent in
the performance of its obligations hereunder and its consequences with regard
to any Sub-Trust, except that any such waiver in respect of a Sub-Trust created
pursuant to a Supplement may only be given in accordance with such Supplement
or the related Administration Supplement. Upon any such waiver by the Trustee
of a past default, such default shall cease to exist, and any Administrative
Agent Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement and the related Supplement or Administration
Supplement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.
(e) Any compensation payable to a successor Administrative Agent may
not be in excess of that permitted the predecessor Administrative Agent unless
the related Holders bear such excess costs exclusively.
(f) The remedies provided pursuant to this Section for an
Administrative Agent Default shall constitute the sole and exclusive remedy
therefor.
Section 5.02. No Effect on Other Parties. Upon any complete or partial
termination of the rights and powers of the Administrative Agent from time to
time pursuant to Section 8.01 or upon any appointment of a successor to the
Administrative Agent with respect to all or a portion of the Trust Assets, all
rights, powers, duties and obligations of the Trust and the Trustee under this
Agreement or any other Trust Document shall remain unaffected by such
termination or appointment and shall remain in full force and effect
thereafter, except as otherwise expressly provided in this Agreement or in any
other Trust Document.
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ARTICLE SIX
MAINTENANCE PROVIDER DEFAULTS
Section 6.01. Maintenance Provider Defaults; Termination of
Maintenance Provider.
(a) Any of the following acts or occurrences shall constitute a
default with respect to the Maintenance Provider (each, a "Maintenance Provider
Default"):
(i) the Maintenance Provider shall fail to duly observe or
perform any of its covenants or agreements in this Agreement or any
Administration Supplement, which failure materially and adversely
affects the rights of the Trust or a related Holder, and such default
shall have continued for a period of 90 days after written notice
thereof shall have been given to the Maintenance Provider by the
Trustee or such Holder; provided, however, that (A) any such default
with respect to any Sub-Trust shall be a Maintenance Provider Default
only with respect to such Sub-Trust and not with respect to any other
Sub-Trust, and (B) the determination of materiality with respect to
any Sub-Trust shall be made only by reference to the related Holder
and not by reference to any other Holder;
(ii) (A) the existence of any Proceeding in, or the entry of a
decree or order for relief by, a court or regulatory authority having
jurisdiction over the Maintenance Provider in an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, (B)
the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official with respect to the
Maintenance Provider or any substantial part of its property or (C)
the ordering of the winding up or liquidation of the affairs of the
Maintenance Provider, and in each case, the continuance of any such
Proceeding, decree or order unstayed and, in the case of any such
decree or order, in effect for a period of 90 consecutive days;
(iii) (A) the commencement by the Maintenance Provider of a
voluntary case under the federal bankruptcy laws, as now or hereafter
in effect, (B) the consent by the Maintenance Provider to the
appointment of or taking of possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official
with respect to the Maintenance Provider or any substantial part of
its property, (C) the making by the Maintenance Provider of an
assignment for the benefit of creditors, (D) the failure by the
Maintenance Provider generally to pay its debts as such debts become
due or (E) the taking of corporate action by the Maintenance Provider
in furtherance of any of the foregoing; or
(iv) any representation, warranty or statement of the Maintenance
Provider made in this Agreement or in a related Administration
Supplement or any certificate, report or other writing delivered
pursuant to this Agreement or any other document relating to the Trust
to which the Maintenance Provider is a party or by which it is bound
shall prove to have been incorrect in any material respect when made
and has a material adverse effect on a related Holder, and such
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material adverse effect continues for a period of 30 days after
written notice thereof shall have been given to the Maintenance
Provider by the Trustee or the related Holder; provided, however, that
(A) any such incorrect representation, warranty or statement made with
respect to any Sub-Trust shall be a Maintenance Provider Default only
with respect to such Sub-Trust and not with respect to any other
Sub-Trust and (B) the determination of a material adverse effect with
respect to any Sub-Trust shall be made only by reference to the
related Holder and not to any other Holder.
Notwithstanding the foregoing, a delay in or failure of performance referred to
under clause (i) for a period of 180 days or under clause (iv) for a period of
90 days, shall not constitute a Maintenance Provider Default if caused by a
Force Majeure Event.
(b) Upon the occurrence of a Force Majeure Event, the Maintenance
Provider shall (i) make commercially reasonable efforts to perform its
obligations hereunder in a timely manner in accordance with the terms of this
Agreement and (ii) provide to the Trustee, the UTI Beneficiaries, the Related
Beneficiary and each related Holder prompt notice of such Force Majeure Event
and the resulting delay or failure in performance to which such Force Majeure
Event relates, together with a description of its efforts to so perform its
obligations hereunder.
(c) If a Maintenance Provider Default shall have occurred and be
continuing with respect to one or more Sub-Trusts, the Trustee may cause such
Maintenance Provider Default to be remedied, or the Trustee on behalf of the
Trust shall, at the direction of the Required Related Holders (which, with
respect to a Maintenance Provider Default relating to a SUBI, shall not include
the UTI Beneficiaries and which, with respect to a Maintenance Provider Default
relating only to the UTI, shall only include the UTI Beneficiaries), or, if
applicable, the holders of Rated Securities (in the manner provided for in the
related Administration Supplement), by notice given to the Maintenance
Provider, the UTI Beneficiaries and the related Holders (and, if applicable, to
the holders of such Rated Securities), terminate all (or, if such Maintenance
Provider Default relates only to a particular Sub-Trust, the applicable
portion) of the rights and obligations of the Maintenance Provider under this
Agreement and the related Administration Supplement. Upon any such termination,
the Maintenance Provider shall continue to perform its functions as Maintenance
Provider until the earlier of the date specified in the termination notice or,
if no such date is specified therein, the date of the Maintenance Provider's
receipt of such notice, at which time all rights, powers, duties, obligations
and responsibilities of the Maintenance Provider under this Agreement and the
related Administration Supplement so terminated with respect to one or more
Sub-Trusts shall, as applicable, vest in and be assumed by any successor
Maintenance Provider appointed by the Trustee pursuant to an agreement with the
Trust and the Related Beneficiary, containing substantially the same provisions
as this Agreement relating to the Maintenance Provider in respect of the
related Sub-Trust, and the Trustee is hereby irrevocably authorized and
empowered to execute and deliver, on behalf of the Maintenance Provider, as
attorney-in-fact or otherwise, all documents and other instruments (including
any notices to Lessees deemed necessary or advisable by the Trustee), and to do
or accomplish all other acts or things necessary or appropriate to effect such
vesting and assumption. Without limitation of the foregoing, if the rights of
the Maintenance Provider shall have been terminated in accordance with Section
8.01 with regard to any Sub-Trust, the Maintenance Provider shall, upon demand
of the Trustee or upon direction of the Related Beneficiary, deliver to the
Trustee or the successor Maintenance Provider copies of all books and records
necessary for the maintenance of the related Vehicles. In addition, the
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Maintenance Provider shall use its commercially reasonable efforts to effect
the orderly and efficient transfer of the maintenance of the related Vehicles
included in each Sub-Trust with respect to which such termination shall have
occurred to the party that will be assuming responsibility for such
maintenance. All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the maintenance of the related
Vehicles to the new Maintenance Provider and amending this Agreement to reflect
such succession as Maintenance Provider pursuant to this Section shall be paid
by the predecessor Maintenance Provider upon presentation of reasonable
documentation of such costs and expenses.
If a successor Maintenance Provider is not appointed by the effective
date of the predecessor Maintenance Provider's termination hereunder, the
Trustee shall promptly appoint, or petition a court of competent jurisdiction
to appoint, as successor Maintenance Provider with respect to the related
Sub-Trust, any established entity the regular business of which includes the
provision of services, supplies and maintenance with respect to trucks,
tractors and trailers. Notwithstanding anything to the contrary in this
Agreement, the Trustee shall in no event be required to act as successor
Maintenance Provider hereunder.
In the event of the partial termination by the Trustee of any, but not
all, of the Maintenance Provider's rights and powers hereunder, the Maintenance
Provider (and, except with respect to UTI Assets, unless otherwise directed by
the Trustee) shall continue to provide maintenance with respect to Vehicles in
unaffected Sub-Trusts.
(d) The Trustee may waive any default by the Maintenance Provider in
the performance of its obligations hereunder and its consequences with regard
to any Sub-Trust, except that any such waiver in respect of a Sub-Trust created
pursuant to a Supplement may only be given in accordance with such Supplement
or the related Administration Supplement. Upon any such waiver by the Trustee
of a past default, such default shall cease to exist, and any Maintenance
Provider Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement and the related Supplement or Administration
Supplement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.
(e) The remedies provided pursuant to this Section for a Maintenance
Provider Default shall constitute the sole and exclusive remedy therefor.
Section 6.02. No Effect on Other Parties. Upon any complete or partial
termination of the Maintenance Provider from time to time pursuant to Section
6.01 or upon any appointment of a successor to the Maintenance Provider with
respect to all or a portion of the Trust Assets, all rights, powers, duties and
obligations of the Trust and the Trustee under this Agreement or any other
Trust Document shall remain unaffected by such termination or appointment and
shall remain in full force and effect thereafter, except as otherwise expressly
provided in this Agreement or in any other Trust Document.
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ARTICLE SEVEN
ADMINISTRATIVE AGENT REPRESENTATIONS AND WARRANTIES
Section 7.01. Representations and Warranties. As of each related
Administrative Agent Representation Date, the Administrative Agent hereby makes
the following representations and warranties with respect to each Sub-Trust to
the Trust, the UTI Beneficiaries and each Related Beneficiary:
(a) Organization and Good Standing. The Administrative Agent has
been duly organized and validly existing as a corporation in good
standing under the laws of the State of Florida, with power and
authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently
conducted, and had at all relevant times, and has the power, authority
and legal right to acquire, own, sell and service the Leases and the
Vehicles and to hold the Lease Documents and the Rental Documents as
agent, custodian and bailee on behalf of the Trust, except where
failure to do so will not have a material adverse effect on the
Administrative Agent's ability to perform its obligations under this
Agreement.
(b) Due Qualification. The Administrative Agent is duly qualified
to do business as a foreign corporation in good standing, and has
obtained all necessary licenses and approvals in all jurisdictions in
which the ownership or lease of property or the conduct of its
business (including the servicing of the Leases and Vehicles as
required by this Agreement as supplemented by any related
Administration Supplement) requires such qualifications except when
the failure to have any such license, approval or qualification would
not have a material adverse effect on the condition, financial or
otherwise, of the Administrative Agent or would not have a material
adverse effect on the ability of the Administrative Agent to perform
its obligations under this Agreement as supplemented by any related
Administration Supplement.
(c) Power and Authority. The Administrative Agent has the
corporate power and authority to execute and deliver this Agreement as
supplemented by any related Administration Supplement and to carry out
the terms thereof; and the execution, delivery and performance of this
Agreement as supplemented by any related Administration Supplement has
been duly authorized by the Administrative Agent by all necessary
corporate action.
(d) Binding Obligation. This Agreement as supplemented by any
related Administration Supplement constitutes a legal, valid and
binding obligation of the Administrative Agent enforceable against the
Administrative Agent in accordance with its terms, except as such
enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights in
general and by general principles of equity or public policy,
regardless of whether such enforceability shall be considered in a
Proceeding in equity or in law.
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(e) No Violation. The consummation of the transactions
contemplated by, and the fulfillment of the terms of, this Agreement
as supplemented by any related Administration Supplement will not (i)
conflict with, result in any breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time) a default
under, the articles of incorporation or bylaws of the Administrative
Agent, or conflict with or breach any of the material terms or
provisions of, or constitute (with or without notice or lapse of time)
a default under, any material indenture, agreement or other instrument
to which the Administrative Agent is a party or by which it is bound,
(ii) result in the creation or imposition of any material lien upon
any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than this Agreement or a related
Administration Supplement) or (iii) violate any law or, to the best of
the Administrative Agent's knowledge, any order, rule or regulation
applicable to the Administrative Agent of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Administrative Agent or
its properties; in each case which breach, default, conflict, lien or
violation would have a material adverse effect on the financial
position of the Administrative Agent.
(f) No Proceedings. There are no Proceedings or investigations
pending, or to the Administrative Agent's knowledge, threatened,
before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the
Administrative Agent or its properties: (i) asserting the invalidity
of this Agreement as supplemented by any related Administration
Supplement; (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement as supplemented by any
related Administration Supplement; (iii) to which the Administrative
Agent is a party, seeking any determination or ruling that might
materially and adversely affect the performance by the Administrative
Agent of its obligations under, or the validity or enforceability of,
this Agreement as supplemented by any related Administration
Supplement; or (iv) relating to the Administrative Agent and that
might adversely affect the federal income tax attributes of the Trust
or any Sub-Trust.
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ARTICLE EIGHT
MISCELLANEOUS
Section 8.01. Termination of Agreement. This Agreement shall
terminate, completely or in part with respect to one or more Sub-Trusts, upon
the earlier of (i) the dissolution of the Trust, (ii) the discharge of the
Administrative Agent in accordance with the terms of this Agreement (completely
or with regard to any of (a) the Administrative Agent's obligation to cause the
assignment of Leases, Vehicles and related Trust Assets to the Trust or (b) the
Administrative Agent's servicing obligations with regard to one or more
Sub-Trusts) or (iii) the mutual written determination of the parties hereto
(completely or in any part as set forth in clause (ii) above). Upon any
termination of the Administrative Agent's servicing obligations hereunder with
regard to any Sub-Trust, (i) the Maintenance Provider's obligations hereunder
shall not thereby be terminated with respect to such Sub-Trust and (ii) upon
payment of all amounts due to the Administrative Agent hereunder with respect
to such Sub-Trust (including related accrued Administration Fees and additional
servicing compensation payable in respect of such Sub-Trust and reimbursement
of any Advances), the Administrative Agent shall pay to or upon the order of
the Trustee or any other Person entitled thereto all monies held by the
Administrative Agent on behalf of the Trust or the Trustee with respect to such
Sub-Trust. Any termination of the Administrative Agent or the Maintenance
Provider with respect to one Sub-Trust shall not thereby effect a termination
of the Administrative Agent or the Maintenance Provider with respect to any
other Sub-Trust in existence at the time of such termination.
Section 8.02. Amendment.
(a) This Agreement may be amended as it relates to (i) the Trust, by
written agreement among the Trust, the UTI Beneficiaries, the Administrative
Agent and any additional Persons required by any Administration Supplement or
(ii) a particular Sub-Trust, by one or more Administration Supplements among
the Trust, the UTI Beneficiaries, the Administrative Agent and any additional
Persons required by the related Administration Supplement. An Administration
Supplement may provide, among other things, for further specific servicing
obligations with respect to the related Sub-Trust. Such Administration
Supplements may permit the termination of this Agreement insofar as it applies
to the related Sub-Trust, upon the terms and conditions set forth therein;
provided, that no SUBI Administration Supplement shall be effective to
authorize or effect the termination of this Agreement insofar as it relates to
the UTI or any Other SUBI, and no UTI Administration Supplement shall be
effective to authorize or effect the termination of this Agreement insofar as
it relates to any SUBI.
(b) This Agreement may be amended at any time by the UTI
Beneficiaries, the Trust and the Administrative Agent, without the consent of
any Holder or other Beneficiary, (i) to (A) cure any ambiguity, (B) correct or
supplement any provision herein that may be inconsistent with any other
provision herein, (C) add any provision that provides additional rights to
Holders or (D) ensure that none of the Trust, the Beneficiaries or the Holders
is classified as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes, as evidenced by an Opinion of
Counsel; provided, in each case, that such amendment will not, in the good
faith judgment of the parties thereto, materially and adversely affect the
interest of any Holder or (ii) for any other purpose, provided that an Opinion
of Counsel is delivered to the Trustee to the effect that such amendment or
supplement will not materially and adversely affect the interest of any Holder.
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(c) Any amendment or supplement effected contrary to the provisions of
this Section shall be void.
Section 8.03. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York.
Section 8.04. Relationship of this Agreement to Other Trust Documents.
Unless the context otherwise requires, this Agreement and the other Trust
Documents shall be interpreted so as to give full effect to all provisions
hereof and thereof. In the event of any actual conflict between the provisions
of this Agreement and (i) the Origination Trust Agreement, with respect to the
servicing of any Trust Assets, the provisions of this Agreement shall prevail
and (ii) any Administration Supplement with respect to the servicing of any
Related Trust Assets, the provisions of such Administration Supplement shall
control with respect to the related Sub-Trust.
Section 8.05. Notices. All demands, notices and communications
hereunder shall be in writing and shall be delivered or mailed by registered or
certified first-class United States mail, postage prepaid, hand delivery,
prepaid courier service, or by telecopier, and addressed in each case as
follows: (i) if to the Trust, at 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000
(telecopier no. (000) 000-0000), Attention: Treasurer 2C, with a copy to Xxxxx
X. Xxxxxx, Esq., Law 5C, at the same street address (telecopier no. (305)
500-3198) (ii) if to Ryder Truck Rental I LP, at 0000 X.X. 00xx Xxxxxx, Xxxxx,
Xxxxxxx 00000 (telecopier no. (000) 000-0000), Attention: Treasurer 2C, with a
copy to Xxxxx X. Xxxxxx, Esq., Law 5C, at the same street address (telecopier
no. (000) 000-0000); (iii) if to Ryder Truck Rental II LP, at 0000 X.X. 00xx
Xxxxxx, Xxxxx, Xxxxxxx 00000 (telecopier no. (000) 000-0000), Attention:
Treasurer 2C, with a copy to Xxxxx X. Xxxxxx, Esq., Law 5C, at the same street
address (telecopier no. (000) 000-0000); (iv) if to the Administrative Agent,
at 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000 (telecopier no. (000) 000-0000),
Attention: Treasurer 2C, with a copy to Xxxxx X. Xxxxxx, Esq., Law 5C, at the
same street address (telecopier no. (000) 000-0000); (v) if to the Trustee, at
One Illinois Center, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
(telecopier no. (000) 000-0000), Attention: Ryder Truck Leasing, with a copy
(which shall not constitute notice) to the Beneficiaries; or (vi) with respect
to any of the foregoing Persons, at such other address as shall be designated
by such Person in a written notice to the other foregoing Persons. Delivery
shall occur only upon receipt or rejected tender of such communication by an
officer of the recipient entitled to receive such notices located at the
address of such recipient for notices hereunder. A copy of all notices to the
Trustee shall be delivered to the Trust Agent.
Section 8.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement or any
Administration Supplement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement, as
supplemented or amended, and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement or any Administration Supplement.
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Section 8.07. Inspection and Audit Rights. The Administrative Agent
agrees that, on reasonable prior notice, it will permit any representative or
designee of the Trustee, during the normal business hours of the Administrative
Agent, to examine all books of account, records, reports and other papers of
the Administrative Agent relating to the Trust Assets, to make copies and
extracts therefrom, to cause such books to be audited by Independent
Accountants selected by the Trustee, and to discuss the affairs, finances and
accounts relating to the Trust Assets with its officers and employees, all at
such reasonable times and as often as may be reasonably requested. Such rights
shall include, but shall not be limited to, any offsite storage facilities at
which any data (including, without limitation, computerized records), together
with all operating software and appropriate documentation, may be held. The
Trustee agrees to keep confidential all confidential information of the
Administrative Agent acquired during any such examination as if such
information were its own confidential information, except to the extent
necessary for the purposes of this Agreement. Any expense incident to the
exercise by the Trustee of any right under this Section shall be a Trust
Expense.
Section 8.08. Binding Effect. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
permitted successors and assigns.
Section 8.09. Table of Contents and Headings. The Table of Contents
and Article and Section headings herein are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.
Section 8.10. Counterparts. This Agreement may be executed in any
number of counterparts, each of which so executed and delivered shall be deemed
to be an original, but all of which counterparts shall together constitute but
one and the same instrument.
Section 8.11. Further Assurances. Each party shall do such acts, and
execute and deliver to any other party such additional documents or
instruments, as may be reasonably requested in order to effect the purposes of
this Agreement and to better assure and confirm unto the requesting party its
rights, powers and remedies hereunder.
Section 8.12. Third Party Beneficiaries. The Holders of the UTI
Certificates shall be third party beneficiaries of this Agreement. The Related
Beneficiary, the related Holders and any other Person designated as a third
party beneficiary in an Administration Supplement shall be third party
beneficiaries of this Agreement as supplemented by such Administration
Supplement. Except as otherwise provided in this Agreement or an Administration
Supplement, no other Person shall have any rights hereunder.
Section 8.13. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any party hereto, any right, remedy,
power or privilege under this Agreement or any Administration Supplement shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges provided in this
Agreement and any Administration Supplement shall be cumulative and not
exhaustive of any rights, remedies, powers or privileges provided at law, in
equity or otherwise.
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Section 8.14. No Petition. The Administrative Agent covenants and
agrees that prior to the date that is one year and one day after the date on
which all obligations under each Securitized Financing have been paid in full,
the Administrative Agent will not institute against, or join with any other
Person in instituting against, the UTI Beneficiaries, the Trustee, the Trust,
any Special Purpose Affiliate, any Beneficiary, any general partner of a
Beneficiary or of a Special Purpose Affiliate that is a partnership or any
member of a Beneficiary or of a Special Purpose Affiliate (or any of their
respective general partners) that is a limited liability company, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding
or other Proceeding under any federal or State bankruptcy or similar law. This
Section shall survive the complete or partial termination of this Agreement or
the complete or partial resignation or removal of the Administrative Agent.
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ARTICLE NINE AND TEN
[Reserved]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers duly authorized as of the day and
year first above written.
RYDER TRUCK RENTAL LT
By: RTRT, INC.,
as Trustee
By:
------------------------------
Name:
Title:
RYDER TRUCK RENTAL I LP,
as UTI Beneficiary
By: RYDER TRUCK RENTAL I LLC,
as General Partner
By:
------------------------------
Name:
Title:
RYDER TRUCK RENTAL II LP,
as UTI Beneficiary
By: RYDER TRUCK RENTAL II LLC,
as General Partner
By:
------------------------------
Name:
Title:
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RYDER TRUCK RENTAL, INC.,
as Administrative Agent
By:
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
RYDER TRUCK RENTAL, INC.,
as Maintenance Provider
By:
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary
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EXHIBIT A
POWER OF ATTORNEY PURSUANT TO
SECTION 2.09(b) OF ADMINISTRATION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that RTRT, Inc., a Delaware
corporation (the "Grantor"), located at One Illinois Center, 000 Xxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, as trustee of Ryder Truck Rental
LT, a Delaware business trust (the "Trust"), does hereby appoint Ryder Truck
Rental, Inc., a Delaware corporation (the "Grantee"), located at 0000 X.X. 00xx
Xxxxxx, Xxxxx, Xxxxxxx 00000, as its attorney-in-fact with full power of
substitution and hereby authorizes and empowers the Grantee, in the name of and
on behalf of the Grantor or the Trust, to take the following actions from time
to time with respect to the vehicles referred to as "Vehicles" in the
Administration Agreement, dated as of February 1, 1998 (the "Administration
Agreement"), among the Trust, Ryder Truck Rental I LP ("RTR I LP") and Ryder
Truck Rental II LP ("RTR II LP"), each a Delaware limited partnership, as UTI
Beneficiaries, and the Grantee, such Vehicles being more particularly described
in the currently effective "Schedule of Vehicles", as defined in the
Origination Trust Agreement described below, a copy of which Schedule of
Vehicles is maintained by the Grantee and is incorporated herein by this
reference as though fully set forth herein, for the purpose of enabling the
Grantee in the name of the Grantor or the Trust to transfer, liquidate or
dispose of the Vehicles, upon such terms and conditions as the Grantee deems
advisable, namely:
(a) Sign the Grantor's or the Trust's name to any bills of sale,
certificates of title, assignments of title, transfers of title or
registration, applications for title or registration, application for
transfer of title or registration, notices of sale, odometer
statements or similar forms with respect to any of the Vehicles; and
(b) Execute and deliver any and all instruments and take any and
all further action in the name of or on behalf of the Grantor or the
Trust as may be required or deemed desirable to accomplish any and all
of the foregoing and carry out the purposes of this Power of Attorney.
The Grantee is hereby empowered to do any and all lawful acts
necessary or desirable to effect the transfer of the Vehicles and the Grantor
hereby ratifies and confirms any and all lawful acts the Grantee shall
undertake pursuant to and in conformity with this Power of Attorney.
This Power of Attorney is revocable in whole or in part as to the
powers herein granted with respect to the Vehicles related to one or more
Sub-Trusts (as defined in the Origination Trust Agreement described below) upon
notice by the Grantor. If not earlier revoked, this Power of Attorney shall
expire completely or, if so indicated, in part, upon the earlier of (i) the
termination of that certain second amended and restated trust agreement, dated
as of February 1, 1998 (the "Origination Trust Agreement"), among RTR I LP and
RTR II LP, as grantors and initial beneficiaries, the Grantee, as
A-1
47
Administrative Agent, the Grantor, as trustee, Delaware Trust Capital
Management, Inc., a Delaware banking corporation, as Delaware trustee, and, for
certain limited purposes set forth therein, U.S. Bank National Association, a
national banking association, as trust agent, and (ii) the termination of the
Administration Agreement (completely or with respect to the Administrative
Agent's servicing obligations relating to one or more Sub-Trusts), as each may
be amended, restated or supplemented from time to time. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in the Origination Trust Agreement.
This Power of Attorney shall be created under and governed and
construed under the internal laws of the State of New York.
The Grantor executes this Power of Attorney with the intent to be
legally bound hereby, and with the intent that such execution shall have the
full dignity afforded by the accompanying witnessing and notarization and all
lesser dignity resulting from the absence of such witnessing and notarization
or any combination thereof.
Dated this ______ day of February, 1998.
[Seal] RTRT, INC.,
as Trustee of Ryder Truck Rental LT
By:
---------------------------------
Signed and delivered in the
presence of:
-------------------------------
Address:
[Unofficial Witness]
A-2
48
EXHIBIT B
POWER OF ATTORNEY PURSUANT TO
SECTION 2.10(b) OF ADMINISTRATION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that RTRT, Inc., a Delaware
corporation (the "Grantor"), located at One Illinois Center, 000 Xxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, as trustee of Ryder Truck Rental
LT, a Delaware business trust (the "Trust"), does hereby appoint Ryder Truck
Rental, Inc., a Delaware corporation (the "Grantee"), located at 0000 X.X. 00xx
Xxxxxx, Xxxxx, Xxxxxxx 00000, as its attorney-in-fact, with full power of
substitution and hereby authorizes and empowers the Grantee, in the name of and
on behalf of the Grantor or the Trust, to take the following actions from time
to time with respect to certain filings referred to in the Administration
Agreement, dated as of February 1, 1998 (the "Administration Agreement"), among
the Trust, Ryder Truck Rental I LP ("RTR I LP") and Ryder Truck Rental II LP
("RTR II LP"), each a Delaware limited partnership, as UTI Beneficiaries, and
the Grantee, for the purposes of enabling the Grantee in the name of the
Grantor to:
(a) Sign the Grantor's or the Trust's name to any (i) periodic
sales and use or property (real or personal) tax reports, (ii)
periodic renewals of licenses and permits, (iii) periodic renewals of
qualifications to act as a trust or a business trust or (iv) other
periodic governmental filings, registrations, returns or approvals
(collectively, "Filings") arising with respect to or required of the
Grantor or the Trust; and
(b) Identify any surety bonds or other ancillary undertakings
required of the Grantor or the Trust in respect of any Filing, execute
and deliver any and all instruments and take any and all further
action in the name of and on behalf of the Grantor or the Trust as may
be required or deemed desirable to accomplish any and all of the
foregoing and carry out the purposes of this Power of Attorney.
The Grantee is hereby empowered to do any and all lawful acts
necessary or desirable to effect such Filings and the payment of such fees,
costs and taxes as necessary to complete such actions and the Grantor hereby
ratifies and confirms any and all lawful acts that the Grantee shall do
pursuant to and in conformity with this Power of Attorney.
This Power of Attorney is revocable in whole or in part as to the
powers herein granted with respect to the Filings related to one or more
Sub-Trusts (as defined in the Origination Trust Agreement described below) upon
notice by the Grantor. If not earlier revoked, this Power of Attorney shall
expire completely or, if so indicated, in part, upon the earlier of (a) the
termination of that certain second amended and restated trust agreement, dated
as of February 1, 1998 (the "Origination Trust Agreement"), among RTR I LP and
RTR II LP, as grantors and initial beneficiaries, the Grantee, as
Administrative Agent, Delaware Trust Capital Management, Inc., a Delaware
banking corporation, as Delaware trustee, the Grantor, as trustee, and, for
certain limited purposes set forth therein, U.S. Bank National Association, a
B-1
49
national banking association, as trust agent, and (b) the termination of the
Administration Agreement (completely or with respect to the Administrative
Agent's servicing obligations relating to one or more Sub-Trusts) as each may
be amended, restated or supplemented from time to time. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in the Origination Trust Agreement.
This Power of Attorney shall be created under and governed and
construed under the internal laws of the State of New York.
The Grantor executes this Power of Attorney with the intent to be
legally bound hereby, and with the intent that such execution shall have the
full dignity afforded by the accompanying witnessing and notarization and all
lesser dignity resulting from the absence of such witnessing and notarization
or any combination thereof.
Dated this ______ day of February, 1998.
[Seal] RTRT, INC.,
as Trustee of Ryder Truck
Rental LT
By:
-----------------------------------
Signed and delivered in the
presence of:
----------------------------------
Address:
[Unofficial Witness]
B-2
