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Exhibit 10.2
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RYDER TRUCK RENTAL I LP
and
RYDER TRUCK RENTAL II LP,
as Grantors and UTI Beneficiaries,
RYDER TRUCK RENTAL, INC.,
as Administrative Agent,
RTRT, INC.,
as Trustee,
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
as Delaware Trustee,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
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1999-A
ORIGINATION TRUST
SUPPLEMENT
Dated as of October 1, 1999
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TABLE OF CONTENTS
Page
Recitals..........................................................................................................1
ARTICLE ELEVEN
DEFINITIONS
Section 11.01. Definitions........................................................................................2
Section 11.02. Interpretive Provisions............................................................................6
Section 11.03. Rights in Respect of the 1999-A SUBIs..............................................................6
ARTICLE TWELVE
CREATION OF THE 1999-A SUBIS
Section 12.01. Creation of 1999-A SUBI Assets and the 1999-A SUBIs................................................7
Section 12.02. Transfer of 1999-A SUBI Interests..................................................................8
Section 12.03. Issuance and Form of 1999-A SUBI Certificates; Retained SUBI Interest..............................8
Section 12.04. Actions and Filings................................................................................9
Section 12.05. Termination of the 1999-A SUBIs....................................................................9
Section 12.06. Representations and Warranties of Trustee.........................................................10
ARTICLE THIRTEEN
1999-A SUBI ACCOUNTS
Section 13.01. 1999-A SUBI Collection Account and Residual Value Surplus Account.................................11
Section 13.02. Reserve Fund......................................................................................11
Section 13.03. Investment of Monies in 1999-A SUBI Accounts......................................................11
ARTICLE FOURTEEN
1999-A SUBI PLEDGE
Section 14.01. Registration of 1999-A Lease SUBI Pledge..........................................................12
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ARTICLE FIFTEEN
MISCELLANEOUS PROVISIONS
Page
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Section 15.01. Amendment.........................................................................................12
Section 15.02. Governing Law.....................................................................................13
Section 15.03. Notices...........................................................................................13
Section 15.04. Severability of Provisions........................................................................13
Section 15.05. Effect of Supplement on Origination Trust Agreement...............................................14
Section 15.06. No Petition.......................................................................................14
EXHIBITS
Exhibit A - Schedule of 1999-A Vehicles.......................................................................A-1
Exhibit B - Form of 1999-A SUBI Certificate...................................................................B-1
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1999-A ORIGINATION TRUST SUPPLEMENT
This 1999-A Origination Trust Supplement, dated as of October 1, 1999,
is among Ryder Truck Rental I LP and Ryder Truck Rental II LP, each a Delaware
limited partnership, as grantors and initial beneficiaries (in such capacities,
the "Grantors" and the "UTI Beneficiaries", respectively), Ryder Truck Rental,
Inc., a Florida corporation ("Ryder"), as administrative agent (in such
capacity, the "Administrative Agent"), RTRT, Inc., a Delaware corporation, as
trustee (the "Trustee"), Delaware Trust Capital Management, Inc., a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee"), and U.S. Bank
National Association, a national banking association ("U.S. Bank"), as trust
agent (in such capacity, the "Trust Agent").
RECITALS
WHEREAS, pursuant to that certain second amended and restated trust
agreement, dated as of February 1, 1998 (the "Origination Trust Agreement"),
among the parties hereto, Ryder Truck Rental LT, a Delaware business trust (the
"Trust"), will take assignments and conveyances of and hold in trust various
Trust Assets (as such term is defined in the Origination Trust Agreement);
WHEREAS, the UTI Beneficiaries, the Administrative Agent, Ryder, as
maintenance provider (in such capacity, the "Maintenance Provider"), and the
Trust have entered into that certain administration agreement, dated as of
February 1, 1998 (the "Basic Administration Agreement"), which provides for,
among other things, the servicing of the Trust Assets by the Administrative
Agent;
WHEREAS, pursuant to the Origination Trust Agreement, from time to time
the Trustee, on behalf of the Trust and at the direction of the UTI
Beneficiaries, will identify and allocate on the books and records of the Trust
certain Trust Assets and create and issue one or more special units of
beneficial interest (each, a "SUBI"), the beneficiaries of which generally will
be entitled to the net cash flows arising from such Trust Assets;
WHEREAS, the parties hereto desire to supplement the Origination Trust
Agreement (as so supplemented by this Supplement, the "SUBI Trust Agreement") to
create two SUBIs (respectively, the "1999-A Lease SUBI" and the "1999-A Vehicle
SUBI);
WHEREAS, the parties hereto desire to identify and allocate to the
1999-A Lease SUBI a separate portfolio of Trust Assets consisting of leases (the
"1999-A Leases") and certain other related assets and to identify and allocate
to the 1999-A Vehicle SUBI the vehicles which are leased under the 1999-A Leases
(the "1999-A Vehicles"); and
WHEREAS, the parties hereto also desire to issue two certificates
evidencing a 99% and a 1% beneficial interest in the 1999-A Lease SUBI
(respectively, the "99% 1999-A Lease SUBI Certificate" and the "1% 1999-A Lease
SUBI Certificate", and, collectively, the "1999-A Lease SUBI Certificates") and
two certificates evidencing a 99% and a 1% undivided beneficial interest in the
1999-A Vehicle SUBI (respectively, the "99% 1999-A Vehicle SUBI Certificate" and
the
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"1% 1999-A Vehicle SUBI Certificate", and, collectively, the "1999-A Vehicle
SUBI Certificates").
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:
ARTICLE ELEVEN
DEFINITIONS
Section 11.01. DEFINITIONS. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Origination
Trust Agreement. Whenever used herein, unless the context otherwise requires,
the following words and phrases shall have the following meanings:
"ADMINISTRATION AGREEMENT" means the Basic Administration Agreement as
supplemented by the Administration Supplement, as amended or supplemented from
time to time.
"ADMINISTRATION SUPPLEMENT" means that certain supplement, dated as of
October 1, 1999, among the parties to the Basic Administration Agreement.
"ADMINISTRATIVE FEE" has the meaning set forth in the Administration
Supplement.
"BACK-UP SECURITY AGREEMENT" has the meaning set forth in the
Indenture.
"BASIC ADMINISTRATION AGREEMENT" has the meaning set forth in the
Recitals.
"BASIC DOCUMENTS" means the Origination Trust Agreement, the Basic
Administration Agreement, this Supplement, the Administration Supplement, the
SUBI Certificate Transfer Agreement, the Program Operating Lease, the Trust
Agreement, the Indenture, the Issuer SUBI Certificate Transfer Agreement, the
Control Agreement, the Back-up Security Agreement, the 1999-A SUBI Certificates,
the Lease Contribution Agreement and the Securities, as the same may be amended,
supplemented or modified from time to time (but in each case only to the extent
that any such amendment, supplement or modification relates to the 1999-A SUBIs
or the 1999-A SUBI Assets).
"CERTIFICATE DISTRIBUTION ACCOUNT" has the meaning set forth in the
Trust Agreement.
"CLOSING DATE" means ____________, 1999.
"CONTROL AGREEMENT" has the meaning set forth in the Issuer SUBI
Certificate Transfer Agreement.
"CUTOFF DATE" means October 1, 1999 as of the opening of business.
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"DCR" means Duff & Xxxxxx Credit Rating Co.
"DEPOSIT DATE" means, with respect to a Collection Period, the Business
Day preceding the related Payment Date.
"ELIGIBLE LEASE" means a Lease that, in addition to meeting the
definition of "Eligible Lease" in the Origination Trust Agreement, is also a
Lease that (i) does not have a monthly Fixed Charge payment that is more than 60
days past due as of the Cutoff Date, (ii) has been validly assigned to the Trust
by Ryder as of the Closing Date and for which the related 1999-A Vehicle is one
which the Trust or the Trustee on behalf of the Trust shall have good and
marketable title as of the Closing Date; provided, that any 1999-A Vehicles
owned by Ryder as of the Closing Date may be retitled in the name of the Trust
or the Trustee on behalf of the Trust during the Titling Grace Period, (iii) is
not an obligation of the United States or any State or any agency thereof, (iv)
as to which the aggregate remaining Fixed Charge due is equal to or greater than
the aggregate remaining Financial Component due in respect thereof or (v) is a
Lease as to which no provision thereof relating to the amount of the Financial
Component has been waived.
"INDENTURE" means that certain indenture, dated as of October 1, 1999,
between the Indenture Trustee and the Issuer, as amended or supplemented from
time to time.
"INDENTURE TRUSTEE" means U.S. Bank, in its capacity as trustee under
the Indenture.
"ISSUER" means the Ryder Vehicle Lease Trust 1999-A.
"ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT" means that certain issuer
SUBI certificate transfer agreement, dated as of October 1, 1999, between the
Transferor and the Issuer, as amended or supplemented from time to time.
"LEASE CONTRIBUTION AGREEMENT" means that certain lease contribution
agreement, dated as of October 1, 1999, between Ryder and the Origination Trust.
"1999-A LEASE SUBI " has the meaning set forth in Section 12.01(a).
"1999-A LEASE SUBI ASSETS" has the meaning set forth in Section
12.01(a).
"1999-A LEASE SUBI CERTIFICATES" has the meaning set forth in the
Recitals.
"1999-A LEASES" has the meaning set forth in Section 12.01(a).
"1999-A SUBI" means the 1999-A Lease SUBI and/or the 1999-A Vehicle
SUBI as the context may require.
"1999-A SUBI ACCOUNT" means the 1999-A SUBI Collection Account, the
Residual Value Surplus Account and any other Trust Account established with
respect to the 1999-A SUBI.
"1999-A SUBI ASSETS" has the meaning set forth in Section 12.01(b).
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"1999-A SUBI CERTIFICATES" means the 1999-A Lease SUBI Certificates
and/or the 1999-A Vehicle SUBI Certificates, as the context may require.
"1999-A SUBI COLLECTION ACCOUNT" means the trust account established
pursuant to Section 13.01(a).
"1999-A VEHICLE SUBI" has the meaning set forth in Section 12.01(b).
"1999-A VEHICLE SUBI ASSETS" has the meaning set forth in Section
12.01(b).
"1999-A VEHICLE SUBI CERTIFICATES" has the meaning set forth in the
Recitals.
"1999-A VEHICLES" has the meaning set forth in Section 12.01(b).
"99% 1999-A LEASE SUBI CERTIFICATE" has the meaning set forth in the
Recitals.
"99% 1999-A SUBI CERTIFICATES" means the 99% 1999-A Lease SUBI
Certificate and the 99% 1999-A Vehicle SUBI Certificate.
"99% 1999-A VEHICLE SUBI CERTIFICATE" has the meaning set forth in the
Recitals.
"NOTE" means either a Senior Note or a Subordinated Note, as the
context may require.
"NOTE DISTRIBUTION ACCOUNT" has the meaning set forth in the Indenture.
"1% 1999-A LEASE SUBI CERTIFICATE" has the meaning set forth in the
Recitals.
"1% 1999-A VEHICLE SUBI CERTIFICATE" has the meaning set forth in the
Recitals.
"ORIGINATION TRUST AGREEMENT" has the meaning set forth in the
Recitals.
"OTHER SUBI" means any SUBI other than a 1999-A SUBI.
"OUTSTANDING AMOUNT" has the meaning set forth in the Indenture.
"OWNER TRUSTEE" means Chase Manhattan Bank Delaware, a Delaware
corporation, as trustee of the Issuer.
"PAYMENT DATE" means January 15, April 15, July 15 and October 15 of
each year, and, if necessary, the Senior Note Final Payment Date, or, if any
such day is not a Business Day, the immediately succeeding Business Day,
commencing January 17, 2000.
"PAYMENT DATE CERTIFICATE" has the meaning set forth in the Indenture.
"PAYMENT DATE ADVANCE REIMBURSEMENT" has the meaning set forth in the
Administration Supplement.
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"PROGRAM OPERATING LEASE" means that certain SUBI lease, dated as of
October 1, 1999, between Ryder Funding LP, as Program Lessee and Ryder Vehicle
Lease Trust 1999-A, as Program Lessor.
"RATING AGENCY" means, with respect to the 1999-A SUBIs, each of
Xxxxx'x and DCR.
"RELATED BENEFICIARY" means each of Ryder Truck Rental II LP and Ryder
Funding LP.
"RESERVE FUND" has the meaning set forth in the Trust Agreement.
"RESIDUAL VALUE SURPLUS ACCOUNT" means the trust account established
and maintained pursuant to Section 13.01(a)(ii).
"SALES PROCEEDS" has the meaning set forth in the Administration
Agreement.
"SECURITIES" means the Notes and the Trust Certificates.
"SECURITIZATION VALUE" has the meaning set forth in the Administration
Supplement.
"SECURITYHOLDER" means a holder of a Note or a Trust Certificate.
"SENIOR NOTE" has the meaning set forth in the Indenture.
"SUBI" has the meaning set forth in the Recitals.
"SUBI CERTIFICATE TRANSFER AGREEMENT" means that certain SUBI
certificate transfer agreement, dated as of October 1, 1999, between Ryder Truck
Rental I LP and the Transferor as amended or supplemented from time to time.
"SUBI COLLECTIONS" has the meaning set forth in the Administration
Agreement.
"SUBI TRUST AGREEMENT" has the meaning set forth in the Recitals.
"SUBORDINATED NOTES" means the ____% Asset Backed Subordinated Notes
issued by the Issuer pursuant to the Trust Agreement.
"SUPPLEMENT" means this supplement to the Origination Trust Agreement,
as amended or supplemented from time to time.
"TITLING GRACE PERIOD" means 60 days after the Closing Date.
"TRANSFEROR" means Ryder Funding LP, a Delaware limited partnership,
and its successors.
"TRANSFEROR TRUST CERTIFICATE" has the meaning set forth in the Trust
Agreement.
"TRUST" has the meaning set forth in the Recitals.
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"TRUST AGREEMENT" means that certain trust agreement, as amended and
restated as of October 1, 1999, between the Owner Trustee and the Transferor.
"TRUST CERTIFICATE" has the meaning set forth in the Trust Agreement.
"TRUST CERTIFICATEHOLDER" has the meaning set forth in the Trust
Agreement.
"TRUSTEE" has the meaning set forth in the Recitals.
"UTI BENEFICIARIES" has the meaning set forth in the Recitals.
Section 11.02. INTERPRETIVE PROVISIONS. For all purposes of this
Supplement, 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 Supplement
include all Exhibits hereto, (iii) references to words such as "herein",
"hereof" and the like shall refer to this Supplement as a whole and not to any
particular part, Article or Section herein, (iv) references to an Article or
Section such as "Article Twelve" or "Section 12.01" shall refer to the
applicable Article or Section of this Supplement, (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.
Section 11.03. RIGHTS IN RESPECT OF THE 1999-A SUBIs. Each Holder and
Registered Pledgee of a 1999-A SUBI Certificate (including the Issuer) is a
third-party beneficiary of the Origination Trust Agreement (including this
Supplement) insofar as the Origination Trust Agreement and this Supplement apply
to the 1999-A SUBIs and the Holders and Registered Pledgees of 1999-A SUBI
Certificates. Therefore, to that extent, references in the SUBI Trust Agreement
to the ability of any "Holder of a SUBI Certificate", "Registered Pledgee of a
SUBI Certificate" or the like to take any action shall be deemed to refer to the
Issuer acting at its own instigation or upon the instruction of the requisite
voting percentage of holders of Securities or Rated Securities, as specified in
the Indenture or the Trust Agreement, as applicable.
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ARTICLE TWELVE
CREATION OF THE 1999-A SUBIs
Section 12.01. CREATION OF 1999-A SUBI ASSETS AND THE 1999-A SUBIs.
(a) Pursuant to Section 3.01(a) of the Origination Trust Agreement, the
UTI Beneficiaries hereby direct the Trustee to identify and allocate or to cause
to be identified and allocated to the 1999-A Lease SUBI on the books and records
of the Trust a separate Sub-Trust of Trust Assets consisting of Eligible Leases
and other associated Trust Assets owned by the Trustee on behalf of the Trust
and not allocated to any SUBI or reserved for allocation to any Other SUBI (or
acquired by the Trustee on behalf of the Trust but not yet allocated to, or
reserved for allocation to any specific Sub-Trust). Such Trust Assets (the
"1999-A Lease SUBI Assets") shall be accounted for and held in trust
independently from all other Trust Assets within the Trust. Based upon their
identification and allocation by the Administrative Agent pursuant to the
Administration Supplement, the Trustee hereby identifies and allocates as 1999-A
Lease SUBI Assets the Leases more particularly described on Exhibit A hereto
("the 1999-A Leases") and the related Trust Assets described above, each such
1999-A Lease SUBI Asset to be identified on the books and accounts of the Trust
as being allocated to the 1999-A Lease SUBI.
(b) Pursuant to Section 3.01(a) of the Origination Trust Agreement, the
UTI Beneficiaries hereby direct the Trustee to identify and allocate or to cause
to be identified and allocated to the 1999-A Vehicle SUBI on the books and
records of the Trust a separate Sub-Trust of Trust Assets consisting of Vehicles
and other associated Trust Assets owned by the Trustee on behalf of the Trust
and not allocated to any SUBI or reserved for allocation to any Other SUBI (or
acquired by the Trustee on behalf of the Trust but not yet allocated to, or
reserved for allocation to any specific Sub-Trust). Such Trust Assets (the
"1999-A Vehicle SUBI Assets", and together with the 1999-A Lease SUBI Assets,
the "1999-A SUBI Assets) shall be accounted for and held in trust independently
from all other Trust Assets within the Trust. Based upon their identification
and allocation by the Administrative Agent pursuant to the Administration
Supplement, the Trustee hereby identifies and allocates as 1999-A Vehicle SUBI
Assets the Vehicles more particularly described on Exhibit A hereto ("the 1999-A
Vehicles") and the related Trust Assets described above, each such 1999-A
Vehicle SUBI Asset to be identified on the books and accounts of the Trust as
being allocated to the 1999-A Lease SUBI.
Notwithstanding anything to the contrary in the SUBI Trust Agreement,
all 1999-A Vehicles not titled in the name of the Trust or the Trustee on behalf
of the Trust as of the Closing Date shall be so titled during the Titling Grace
Period, and Ryder shall provide each Rating Agency with a report on the status
of such retitling on or before the end of the Titling Grace Period.
(c) Pursuant to Section 3.01(a) of the Origination Trust Agreement, the
Trustee hereby creates two Sub-Trusts which shall be known as the "1999-A Lease
SUBI" and the "1999-A Vehicle SUBI" respectively. The 1999-A Lease SUBI shall
represent a special unit of beneficial interest solely in the 1999-A Lease SUBI
Assets and the 1999-A Vehicle SUBI shall
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represent a special unit of beneficial interest solely in the 1999-A SUBI
Vehicle Assets. Exhibit A shall set forth as to each 1999-A Lease or 1999-A
Vehicle, as the case may be, the (i) vehicle identification number, (ii) date of
origination, (iii) Net Book Value, (iv) Residual Value, (v) Financial Component,
(vi) Fixed Charge and (vii) number of months remaining from the Cutoff Date to
the month in which the Maturity Date occurs.
Section 12.02. TRANSFER OF 1999-A SUBI INTERESTS. Interests in the
1999-A SUBIs may not be transferred or assigned by the UTI Beneficiaries, and
any such purported transfer or assignment shall be deemed null, void and of no
effect herewith; provided, however, that the 1999-A SUBI Certificates and the
interests in the 1999-A SUBI represented thereby may be (i) sold to the
Transferor pursuant to the SUBI Certificate Transfer Agreement and (ii) sold,
transferred and assigned by the Transferor absolutely, or a security interest
therein granted, in connection with a Securitized Financing, in each case in the
circumstances contemplated in Section 3.02(d) of the Origination Trust
Agreement. Each such transfer shall be registrable upon surrender of the 1999-A
SUBI Certificate to be transferred for registration of the transfer at the
corporate trust office of the Trustee (or the Trust Agent, if applicable) or of
any successor Trustee, accompanied by a written instrument of transfer in form
satisfactory to the Trustee or such successor duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing, and thereupon a
new 1999-A SUBI Certificate of a like aggregate fractional undivided interest
will be issued to the designated permitted transferee.
Section 12.03. ISSUANCE AND FORM OF 1999-A SUBI CERTIFICATES; RETAINED
SUBI INTEREST.
(a) The 1999-A Lease SUBI shall be represented by two 1999-A SUBI
Certificates, the 99% 1999-A Lease SUBI Certificate and the 1% 1999-A Lease SUBI
Certificate, each of which shall represent a beneficial interest in the 1999-A
Lease SUBI and the 1999-A Lease SUBI Assets, as further set forth herein. The
1999-A Vehicle SUBI shall be represented by two 1999-A SUBI Certificates, the
99% 1999-A Vehicle SUBI Certificate and the 1% 1999-A Vehicle SUBI Certificate,
each of which shall represent a beneficial interest in the 1999-A Vehicle SUBI
and the 1999-A Vehicle SUBI Assets, as further set forth herein. The 1999-A SUBI
Certificates shall be substantially in the form of Exhibit B attached hereto,
with such appropriate insertions, omissions, substitutions and other variations
as are required by this Supplement and may have such letters, numbers or other
marks of identification and such legends and endorsements placed thereon as may,
consistently herewith and with the Origination Trust Agreement, be directed by
the UTI Beneficiaries. Any portion of any 1999-A SUBI Certificate may be set
forth on the reverse thereof, in which case the following reference to the
portion of the text on the reverse shall be inserted on the face thereof, in
relative proximity to and prior to the signature of the Trustee executing such
1999-A SUBI Certificate:
Reference is hereby made to the further provisions of this
certificate set forth on the reverse hereof, which provisions
shall for all purposes have the same effect as if set forth at
this place.
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The 1999-A SUBI Certificates shall be printed, lithographed,
typewritten, mimeographed, photocopied or otherwise produced or may be produced
in any other manner as may, consistently herewith and with the Origination Trust
Agreement, be determined by the UTI Beneficiaries. Each 1999-A SUBI Certificate
and the interest in the 1999-A SUBI evidenced thereby shall constitute a
"security" within the meaning of Section 8-102(a)(15) of the UCC and a
"certificated security" within the meaning of Section 8-102(a)(4) of the UCC.
(b) Until the 1999-A SUBIs have been terminated, the UTI Beneficiaries
shall at all times maintain with respect to each 1999-A SUBI a minimum of a 1%
interest in the 1999-A SUBI and the related 1999-A SUBI Assets, including (i) a
1% interest in each material item of income, gain, loss, deduction or credit
with respect to the 1999-A SUBIs and 1999-A SUBI Assets and (ii) a capital
account balance (or capital investment) in the 1999-A SUBIs and 1999-A SUBI
Assets of at least equal to 1% of the aggregate capital account balances (or
capital investments) therein. Such requirement may be satisfied by the UTI
Beneficiaries, or either of them, owning the 1% 1999-A SUBI Certificates.
(c) On the Closing Date, pursuant to Section 3.04(a) of the Origination
Trust Agreement, the Indenture Trustee shall, and thereafter for so long as the
lien of the Indenture is in place, be registered as the Registered Pledgee of
the 99% 1999-A Vehicle SUBI Certificate held by the Issuer and pledged as part
of the Trust Estate to secure the Issuer's obligations under the Indenture. As
the Registered Pledgee, the Indenture Trustee shall be entitled to exercise any
and all rights or powers of a Holder hereunder, to the extent set forth in
Section 6.12 of the Indenture.
Section 12.04. ACTIONS AND FILINGS. The UTI Beneficiaries and the
Trustee shall undertake all other and future actions and activities as may be
deemed reasonably necessary by the Administrative Agent pursuant to the
Administration Agreement to perfect (or evidence) and confirm the foregoing
allocations of Trust Assets to each 1999-A SUBI, including filing or causing to
be filed UCC financing statements and executing and delivering all related
filings, documents or writings as may be deemed reasonably necessary by the
Administrative Agent hereunder or under any other Basic Document. The UTI
Beneficiaries hereby irrevocably make and appoint each of the Trustee and the
Administrative Agent, and any of their respective officers, employees or agents,
as the true and lawful attorney-in-fact of the UTI Beneficiaries (which
appointment is coupled with an interest and is irrevocable) with power to sign
on behalf of the UTI Beneficiaries any financing statements, continuation
statements, security agreements, mortgages, assignments, affidavits, letters of
authority, notices or similar documents necessary or appropriate to be executed
or filed pursuant to this Section.
Section 12.05. TERMINATION OF THE 1999-A SUBIs.
(a) In connection with any purchase by the Transferor of the corpus of
the Issuer pursuant to Article Nine of the Trust Agreement, the succession of
the Transferor to the interest in the 1999-A Vehicle SUBI represented by the 99%
1999-A Vehicle SUBI Certificate and the discharge and release of the pledge by
the Transferor to the Issuer of the 99% 1999-A Lease SUBI Certificate, should
all of the interest in each 1999-A SUBI thereafter be held by the
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Holders of the UTI Certificates, whether by transfer, sale or otherwise, then
upon the direction of such Holders, each 1999-A SUBI shall be terminated, the
1999-A SUBI Certificates shall be returned to the Trustee and canceled and the
Administrative Agent shall reallocate all 1999-A SUBI Assets to the UTI.
(b) In the event that a bankruptcy or insolvency shall occur with
respect to the Transferor or upon the sale of the Trust Estate pursuant to
Section 5.04 of the Indenture, this Supplement shall terminate and each 1999-A
SUBI shall be terminated; provided however such termination shall affect the
Origination Trust only insofar as such termination relates to each 1999-A SUBI.
Such termination shall not entitle the legal representatives of the 1999-A SUBIs
or any Holder of a 1999-A SUBI Certificate to take any action for a partition or
winding up of the Trust or any Trust Assets except with respect to the 1999-A
SUBI Assets and the rights, obligations and Liabilities of the parties hereto
shall not otherwise be affected. Promptly after the occurrence of any
bankruptcy, insolvency or termination proceeding with respect to the Transferor,
the Transferor shall give the Indenture Trustee, the Owner Trustee and the
Rating Agencies written notice of such event. Upon the receipt of such notice or
actual knowledge of a termination pursuant to Section 9.02 of the Trust
Agreement, the Owner Trustee shall promptly sell or, if the Lien of the
Indenture is outstanding shall direct, the Indenture Trustee promptly to sell
the Trust Estate, including the 1999-A SUBI Assets (other than amounts on
deposit in the Distribution Accounts) in a commercially reasonable manner and on
commercially reasonable terms. In connection with any such sale, or the sale of
the Trust Estate pursuant to Section 5.04 of the Indenture, the 1999-A SUBI
Assets shall be distributed out of the Origination Trust at the direction of the
Owner Trustee or the Indenture Trustee, as applicable, and the purchaser shall
take delivery of such 1999-A SUBI Assets. The Origination Trustee and the other
parties hereto shall cooperate with the Owner Trustee or the Origination
Trustee, as applicable, to cause the related 1999-A Vehicles to be retitled as
directed by the purchaser. The proceeds of such sale shall be distributed in the
following amounts and priority:
(i) to the Indenture Trustee, all amounts required to be
paid under Section 6.07 of the Indenture or to the Owner Trustee, all
amounts required to be paid under Section 8.01 of the Trust Agreement,
as the case may be;
(ii) to the Administrative Agent, any Payment Date Advance
Reimbursement;
(iii) to the Administrative Agent, amounts due in respect
of unpaid Administration Fees; and
(iv) any remaining amounts shall be distributed pro rata to
the Holders of the SUBI Certificates: (A) to an account specified by
the Holder of the 1% 1999-A SUBI Certificate and (B) to the Certificate
Distribution Account (or, if the lien of the Indenture is outstanding,
the Note Distribution Account) and distributed pursuant to Section
5.04(b) of the Indenture.
Section 12.06. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The Trustee
hereby reaffirms, as of the date hereof, the representations, warranties and
covenants set forth in Section 5.12 of the Origination Trust Agreement, on which
the Grantors and UTI Beneficiaries, each of
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their permitted assignees and pledgees and each Registered Pledgee and Holder or
Related Beneficiary of a 1999-A SUBI Certificate (and beneficial owner of any
portion thereof, including the Issuer and the Trust Certificateholders) may
rely. For purposes of the this Section, any reference in Section 5.12 of the
Origination Trust Agreement to the Origination Trust Agreement shall be deemed
to constitute references to the SUBI Trust Agreement.
ARTICLE THIRTEEN
1999-A SUBI ACCOUNTS
Section 13.01. 1999-A SUBI COLLECTION ACCOUNT AND RESIDUAL VALUE
SURPLUS ACCOUNT.
(a) With respect to the 1999-A SUBIs, the Trustee shall establish, and
the Trust Agent shall maintain, in the name of the Trustee, for the exclusive
benefit of the holders of interests in the 1999-A SUBIs, (i) the 1999-A SUBI
Collection Account, which account shall constitute a SUBI Collection Account and
(ii), a Residual Value Surplus Account. Each such 1999-A SUBI Account initially
shall be established with U.S. Bank, as Trust Agent, so long as the Trust Agent
has the Required Deposit Rating. If the Trust Agent at any time does not have
the Required Deposit Rating, the Administrative Agent shall, with the assistance
of the Trust Agent, as necessary, cause each such 1999-A SUBI Account to be
moved as described in Section 4.02(a) of the Origination Trust Agreement. Each
of the 1999-A SUBI Collection Account and the Residual Value Surplus Account
shall relate solely to the 1999-A SUBIs and the 1999-A SUBI Assets, and funds
therein shall not be commingled with any other monies, except as otherwise
provided for in or contemplated by the SUBI Trust Agreement or in the
Administration Agreement. All deposits into the 1999-A SUBI Collection Account
shall be made as described in Sections 2.06 and 11.04 of the Administration
Agreement.
(b) On each Deposit Date and Payment Date, pursuant to the instructions
from the Administrative Agent, the Trustee (acting through the Trust Agent)
shall make such deposits and withdrawals from the 1999-A SUBI Collection Account
and the Residual Value Surplus Account as set forth in the Administration
Supplement.
(c) Any transfer of funds to a Holder of a 99% 1999-A SUBI Certificate
shall be made as directed pursuant to the Basic Documents. Any transfer to a
Holder of a 1% 1999-A SUBI Certificate shall be made at the direction of such
Holder.
Section 13.02. RESERVE FUND. Pursuant to Section 5.01 of the Trust
Agreement, the Transferor shall establish and maintain the Reserve Fund (a) with
the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (b)
thereafter with the Owner Trustee. Deposits and withdrawals from the Reserve
Fund shall be made as directed pursuant to the Basic Documents, including
Section 8.04(b) of the Indenture, Section 10.01of the Indenture, Section 11.04
of the Administration Agreement and Section 13.03 hereof.
Section 13.03. INVESTMENT OF MONIES IN 1999-A SUBI ACCOUNTS. All
amounts held in the 1999-A SUBI Collection Account and the Residual Value
Surplus Account shall be invested
11
15
in Permitted Investments in accordance with Section 4.02(a) of the Origination
Trust Agreement. Any investment earnings on the 1999-A SUBI Collection Account
and the Residual Value Surplus Account will be taxable to the Transferor. On
each Payment Date, the Trustee shall deposit all net income or other gain from
the foregoing investments in respect of the related Collection Period into the
Reserve Fund.
ARTICLE FOURTEEN
0000-X XXXX XXXXXX
Xxxxxxx 14.01. REGISTRATION OF 1999-A LEASE SUBI PLEDGE.
(a) The Transferor hereby acknowledges and confirms the pledge and
assignment to the Issuer of the 99% 1999-A Lease SUBI Certificate and the grant
to the Issuer of a security interest therein pursuant to Section 2.04 of the
Program Operating Lease. The Transferor hereby notifies the Trustee that all of
the Issuer's right, title and interest with respect to such pledge, assignment
and grant of security interest has been assigned to the Indenture Trustee
pursuant to the Indenture and the Transferor hereby acknowledges such
assignment. The Issuer hereby directs the Trustee to cause to be listed in the
Certificate Register as the Registered Pledgee of the Transferor's 99% 1999-A
Lease SUBI Certificate (i) until the Outstanding Amount is reduced to zero, the
Indenture Trustee, and (ii) thereafter, the Issuer. The Transferor has caused
the Trustee to deliver the 99% 1999-A Lease SUBI Certificate to the Indenture
Trustee, as Registered Pledgee. Each such Registered Pledgee shall have the
rights with respect thereto described herein and in the Program Operating Lease.
(b) At such times and for so long as it is the Registered Pledgee, the
Indenture Trustee or the Issuer, as the case may be, shall be entitled to
exercise the rights of the Holder of the 99% 1999-A Lease SUBI Certificate and
the additional rights conferred upon it as Registered Pledgee. Following the
return of the 99% 1999-A Lease SUBI Certificate to the Issuer pursuant to
Section 10.01 of the Indenture and thereupon to the Transferor pursuant to
Section 9.03(a) of the Trust Agreement, the Transferor shall be entitled to
exercise the rights of the Holder of the 99% 1999-A Lease SUBI Certificate.
ARTICLE FIFTEEN
MISCELLANEOUS PROVISIONS
Section 15.01. AMENDMENT.
(a) This Supplement (and, accordingly, the Origination Trust Agreement
as it relates to the 1999-A SUBIs) may be amended by the parties hereto:
(i) without the consent of the Holders, to cure any
ambiguity, correct or supplement any provision herein that may be
inconsistent with any other provision
12
16
herein, add any other provision with respect to matters or questions
arising hereunder that is not inconsistent with the SUBI Trust
Agreement or add or amend any provision herein to assure that none of
the Trust, the Issuer or the Transferor will be classified as an
association (or a publicly traded partnership) taxable as a corporation
for federal income tax purposes; provided, that any such action will
not, in the good faith judgment of the parties hereto, materially and
adversely affect the interest of any Holder; and
(ii) from time to time (including to change the manner in
which the Residual Value Surplus Account or the Reserve Fund is funded
or to eliminate the Residual Value Surplus Account or the Reserve Fund,
or to change the remittance schedule for depositing SUBI Collections
and other amounts into the 1999-A SUBI Collection Account), provided
that (A) (1) each Rating Agency provides confirmation to the Trustee to
the effect that such amendment would not cause its then-current rating
on any Rated Securities to be qualified, reduced or withdrawn or (2)
the related Holder provides notice of its consent thereto to the
Trustee and (B) an Opinion of Counsel is delivered to the Trustee to
the effect that after such amendment, for federal income tax purposes,
the Trust will not be treated as an association (or a publicly traded
partnership) taxable as a corporation and the Senior Notes will and the
Trust Certificates should properly be characterized as indebtedness
that is secured by the assets of the Issuer; to the extent that any
such amendment materially affects the UTI or any Other SUBI, the 1999-A
SUBI Certificates or the 1999-A SUBI Assets, such amendment shall
require the consent of the Holders affected thereby; in addition, to
the extent that (A) such amendment shall increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections
or payments in respect of a 1999-A SUBI or a 99% 1999-A SUBI
Certificate or distributions (or the interest or pass-through rate
thereon) required to be made on any Rated Securities or (B) reduce the
percentage of the aggregate principal amount of Rated Securities
required to consent to any such amendment, any such amendment shall
require the consent of all the Holders or holders of 100% of all
outstanding Rated Securities, as the case may be, and an Opinion of
Counsel as set forth in clause (B) above.
(b) Any amendment to this Supplement shall amend the Origination Trust
Agreement only insofar as such amendment relates to the 1999-A SUBIs.
Section 15.02. GOVERNING LAW. This Supplement shall be created under
and governed by and construed under the internal laws of the State of Delaware,
without regard to any otherwise applicable principles of conflict of laws.
Section 15.03. NOTICES. The notice provisions of Section 8.03 of the
Origination Trust Agreement shall apply equally to this Supplement. A copy of
each notice or other writing required to be delivered to the Trustee pursuant to
the SUBI Trust Agreement also shall be delivered to the Owner Trustee at the
following address: 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention:
Corporate Trust Department (telecopier no. (000) 000-0000).
Section 15.04. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Supplement (including any
amendment hereto) shall be
13
17
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
Supplement, as the same may be amended, and shall in no way affect the
validity or enforceability of the other provisions of the SUBI Trust
Agreement or of any 1999-A SUBI Certificate or the rights of the
Holders or Registered Plegees thereof. To the extent permitted by
applicable law, the parties hereto waive any provision of law that
renders any covenant, agreement, provision or term of this Supplement,
as the same may be amended, invalid or unenforceable in any respect.
Section 15.05. EFFECT OF SUPPLEMENT ON ORIGINATION TRUST AGREEMENT.
(a) Except as otherwise specifically provided herein or unless the
context otherwise requires, (i) the parties hereto shall continue to be bound by
all provisions of the Origination Trust Agreement, (ii) all references in the
Origination Trust Agreement to the Origination Trust Agreement shall be to the
SUBI Trust Agreement and (iii) the provisions set forth herein shall operate
either as additions to or modifications of the extant obligations of the parties
under the Origination Trust Agreement, as the context may require. In the event
of any conflict between this Supplement and the Origination Trust Agreement in
respect of the 1999-A SUBIs, the provisions of this Supplement shall prevail.
(b) For purposes of determining the obligations of the parties hereto
under this Supplement with respect to the 1999-A SUBIs, except as otherwise
indicated by the context, general references in the Origination Trust Agreement
to (i) a SUBI Account shall be deemed to refer more specifically to a 1999-A
SUBI Account, (ii) a SUBI shall be deemed to refer more specifically to a 1999-A
SUBI, (iii) a SUBI Collection Account shall be deemed to refer more specifically
to the 1999-A SUBI Collection Account, (iv) a SUBI Asset shall be deemed to
refer more specifically to a 1999-A SUBI Asset, (v) a SUBI Supplement shall be
deemed to refer more specifically to this Supplement and (vi) an Administration
Supplement shall be deemed to refer more specifically to the Administration
Supplement.
Section 15.06. NO PETITION. Each of the parties hereto and each Holder
of, or each Registered Pledgee of, by acceptance of a 1999-A SUBI Certificate,
or in the case of the Registered Pledgee, by acceptance of the pledge of such
1999-A SUBI Certificate, covenants and agrees that prior to the date that is one
year and one day after the date upon which all obligations under each
Securitized Financing have been paid in full, it will not (and, to the fullest
extent permitted by applicable law, the Trustee shall not have the power to)
institute against, or join any other Person in instituting against, the
Grantors, 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 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 Supplement, the resignation or removal of the
Trustee and the complete or partial resignation or removal of the Administrative
Agent.
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IN WITNESS WHEREOF, the Grantors and UTI Beneficiaries, the
Administrative Agent, the Trustee, the Delaware Trustee and, solely for the
limited purposes set forth in Sections 13.01, 13.02, 13.03 and 13.04, the Trust
Agent, have caused this Supplement to be duly executed by their respective
officers as of the day and year first above written.
RYDER TRUCK RENTAL I LP,
as Grantor and UTI Beneficiary
By: RYDER TRUCK RENTAL I LLC,
as General Partner
By: RTR LEASING I, INC.,
as Manager
By:
-----------------------------------
Name:
Title:
RYDER TRUCK RENTAL II LP,
as Grantor and UTI Beneficiary
By: RYDER TRUCK RENTAL II LLC,
as General Partner
By: RTR LEASING I, INC.,
as Manager
By:
-----------------------------------
Name:
Title:
RYDER TRUCK RENTAL, INC.,
as Administrative Agent
By:
-----------------------------------
Name:
Title:
00
00
XXXX, XXX.,
as Trustee
By:
-----------------------------------
Name:
Title:
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
as Delaware Trustee
By:
-----------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trust Agent
By:
-----------------------------------
Name:
Title:
Receipt of this original counterpart of this Agreement is hereby
acknowledged on this _____ day of __________ 1999.
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:
-----------------------------------
Name:
Title:
16
20
EXHIBIT A
SCHEDULE OF 1999-A LEASES AND 1999-A VEHICLES
[Omitted. Copies on file with the Administrative Agent, the Trustee and
the Owner Trustee.]
A-1
21
EXHIBIT B
FORM OF 1999-A [LEASE] [VEHICLE] SUBI CERTIFICATE
RYDER TRUCK RENTAL LT
1999-A SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
No. R-___
evidencing a fractional undivided [99%] [1%] interest in all 1999-A
[Lease][Vehicle]SUBI Assets (as defined below).
This 1999-A Special Unit of Beneficial Interest Certificate does not
represent an interest in or obligation of Ryder Truck Rental, Inc., RTRT, Inc.
or any of their respective affiliates, except to the extent described below.
THIS CERTIFIES THAT ________________ is the registered owner of a
nonassessable, fully-paid, [99%] [1%] fractional undivided interest in the
1999-A SUBI [Lease] [Vehicle] Assets owned by Ryder Truck Rental LT (the
"Trust").
The Trust was created pursuant to a trust agreement, dated as of June
1, 1997, as amended, supplemented or restated from time to time (the
"Origination Trust Agreement"), among Ryder Truck Rental I LP ("RTR I LP") and
Ryder Truck Rental II LP ("RTR II LP"), as grantors and initial beneficiaries
(in such capacities, the "Grantors" and the "UTI Beneficiaries", respectively),
RTRT, Inc., as trustee (the "Trustee"), Ryder Truck Rental, Inc., as
Administrative Agent (the "Administrative Agent"), Delaware Trust Capital
Management, Inc., as Delaware trustee (the "Delaware Trustee"), and U.S. Bank
National Association, as trust agent (the "Trust Agent").
This certificate is one of two duly authorized 1999-A [Lease][Vehicle]
SUBI Certificates, and is issued under and is subject to the terms, provisions
and conditions of the Origination Trust Agreement and the supplement thereto,
dated as of October 1, 1999 (the "1999-A SUBI Supplement" and, together with the
Origination Trust Agreement, the "SUBI Trust Agreement"). To the extent not
otherwise defined herein, capitalized terms used herein have the meanings
assigned thereto in the SUBI Trust Agreement. By acceptance of this 1999-A
[Lease] [Vehicle] SUBI Certificate, the Holder hereof assents to the terms and
conditions of the SUBI Trust Agreement and agrees to be bound thereby. A summary
of certain of the pertinent provisions of the SUBI Trust Agreement is set forth
below.
The assets of the Trust allocated to the 1999-A [Lease] [Vehicle] SUBI
will generally consist of (i) cash capital and [(ii) the 1999-A Leases] [(ii)
the 1999-A Vehicles] and all of Ryder's rights thereunder, including the right
to proceeds arising therefrom or in connection therewith.
B-1
22
Under the Origination Trust Agreement, from time to time the UTI
Beneficiaries may direct the Trustee to issue to or upon the order of the UTI
Beneficiaries one or more certificates (each, a " SUBI Certificate")
representing a beneficial interest in certain specified Vehicles, Leases and
related Trust Assets (such assets, the " SUBI Assets"). Upon the issuance of the
SUBI Certificates relating to the SUBI Assets, the beneficial interest in the
Trust and the Trust Assets represented by the UTI shall be reduced by the amount
of the Trust Assets represented by such SUBI Certificates. This certificate,
together with a certificate evidencing a [99%] [1%] interest in all 1999-A
[Lease] [Vehicle] SUBI Assets, was issued pursuant to the 1999-A SUBI Supplement
and represents a beneficial interest in the 1999-A [Lease] [Vehicle] SUBI
Assets.
The UTI and the 1999-A [Lease] [Vehicle] SUBI shall each constitute a
separate series of the Trust pursuant to Section 3806(b)(2) of the Delaware Act
for which separate and distinct records shall be maintained. Each 1999-A [Lease]
[Vehicle] SUBI Certificate and the interest in the 1999-A [Lease] [Vehicle] SUBI
represented thereby constitutes a "security" within the meaning of Section
8-102(a)(15) of the UCC and a "certificated security" within the meaning of
Section 8-102(a)(4) of the UCC.
The 1999-A SUBI Supplement may be amended by the parties thereto upon
the terms and subject to the conditions set forth in the 1999-A SUBI Supplement.
The Holder, by acceptance of this 1999-A [Lease] [Vehicle] SUBI
Certificate, covenants and agrees that prior to the date that is one year and
one day after the date upon which all obligations under each Securitized
Financing have been paid in full, it will not institute against, or join any
other Person in instituting against any Grantor, the Trustee, the Trust, 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 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 Proceedings under any federal or
state bankruptcy or similar law. Such covenant shall survive the termination of
the SUBI Trust Agreement, the resignation or removal of the Trustee under the
SUBI Trust Agreement or the complete or partial resignation of the
Administrative Agent.
The Holder hereof or owner of a beneficial interest herein hereby (i)
expressly waives any claim it may have to any proceeds or assets of the Trustee
and to all of the Trust Assets other than those from time to time included
within the 1999-A [Lease] [Vehicle] SUBI as 1999-A [Lease] [Vehicle] SUBI Assets
and those proceeds or assets derived from or earned by such 1999-A [Lease]
[Vehicle] SUBI Assets and (ii) expressly subordinates in favor of the Holder of
any Other SUBI Certificate or a UTI Certificate any claim to any Other SUBI or
UTI Assets that, notwithstanding the waiver contained in clause (i), may be
determined to exist.
The Trustee shall keep the certificate register with respect to this
1999-A [Lease] [Vehicle] SUBI Certificate, and the Holder of this 1999-A [Lease]
[Vehicle] SUBI Certificate shall notify the Trustee of any change of address or
instructions on the distribution of funds.
The 1999-A [Lease] [Vehicle] SUBI shall be deemed dissolved solely with
respect to the 1999-A [Lease] [Vehicle] SUBI Assets, and not as to any Trust
Assets allocated to any other
B-2
23
Sub-Trust, upon the written direction to the Trustee by the Related Beneficiary
to revoke and dissolve the 1999-A [Lease] [Vehicle] SUBI. Upon such dissolution
of the Trust with respect to the 1999-A [Lease] [Vehicle] SUBI and delivery of
the 1999-A [Lease] [Vehicle] SUBI Certificates to the Trustee for cancellation,
the Trustee shall distribute to the Related Beneficiary or its designee all
1999-A [Lease] [Vehicle] SUBI Assets [and shall cause the Certificates of Title
to the 1999-A Vehicles to be issued in the name of, or at the direction of, the
Related Beneficiary (which may include reallocation of the 1999-A Vehicle SUBI
Assets to the UTI). The Related Beneficiary to whom such 1999-A Vehicle SUBI
Assets are distributed shall pay or cause to be paid all applicable titling and
registration fees and taxes.] The 1999-A [Lease] [Vehicle] SUBI shall be deemed
dissolved solely with respect to the 1999-A [Lease] [Vehicle] SUBI Assets, and
not as to any Trust Assets allocated to any other Sub-Trust upon the bankruptcy
of the Transferor subject to the conditions set forth in the SUBI Trust
Agreement.
Upon the dissolution of the Trust with respect to the 1999-A [Lease]
[Vehicle] SUBI, the 1999-A [Lease] [Vehicle] SUBI shall be terminated and the
1999-A [Lease] [Vehicle] SUBI Certificates shall be returned to the Trustee for
cancellation. Such a termination shall not effect a termination of the Trust or
of any Other SUBIs that is in existence at the time of such termination.
The Trust or the UTI may terminate upon the terms and subject to the
conditions set forth in the SUBI Trust Agreement.
No SUBI or SUBI Certificate shall be transferred or assigned except to
the extent specified in the SUBI Trust Agreement or in any related Supplement
and, to the fullest extent permitted by applicable law, any such purported
transfer or assignment other than as so specified shall be deemed null, void and
of no effect under the SUBI Trust Agreement. Notwithstanding the foregoing, any
SUBI Certificate and the interest in the SUBI evidenced thereby may be (i)
transferred, assigned or pledged to any Special Purpose Affiliate or (ii)
transferred, assigned or pledged by the Related Beneficiary or a Special Purpose
Affiliate to or in favor of (A) a trustee for one or more trusts or (B) one or
more other entities, in either case solely for the purpose of securing or
otherwise facilitating one or more Securitized Financings.
This 1999-A [Lease] [Vehicle] SUBI Certificate shall be governed by and
construed under the internal laws of the State of Delaware, without regard to
any otherwise applicable principles of conflict of laws.
Unless this 1999-A [Lease] [Vehicle] SUBI Certificate shall have been
executed by an authorized officer of the Trustee, by manual signature, this
1999-A [Lease] [Vehicle] SUBI Certificate shall not entitle the holder hereof to
any benefit under the SUBI Trust Agreement or be valid for any purpose.
B-3
24
IN WITNESS WHEREOF, RTRT, Inc., as Trustee of the Trust and not in its
individual capacity, has caused this 1999-A [Lease] [Vehicle] SUBI Certificate
to be duly executed.
Dated: __________, 1999 RYDER TRUCK RENTAL LT
By: RTRT, INC.,
as Trustee
By:
-----------------------------------
Name:
Title:
(SEAL)
ATTEST:
This is one of the 1999-A [Lease] [Vehicle] SUBI Certificates referred to in the
within-mentioned Supplement.
RTRT, INC., as Trustee
By:
-----------------------------------
Authorized Officer
B-4
25
FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns
unto ______________ the within 1999-A [Lease] [Vehicle] SUBI Certificate, and
all rights thereunder, hereby irrevocably constituting and appointing
_____________ as attorney to transfer said 1999-A [Lease] [Vehicle] SUBI
Certificate on the books of the certificate registrar, with full power of
substitution in the premises.
Dated: _____________________
By:
-----------------------------------
Name:
Title:
B-5
