The Titling Trust as Borrower, the Closed-End Collateral Agent, Bank of America, N.A., as Deal Agent, U.S. Bank National Association, as Closed-End Administrative Agent, and the other Secured Parties named therein entered into a Fourth Amended and Restated Collateral Agency Agreement, dated as of December 15, 2009 (as amended, modified or supplemented from time to time, the “Collateral Agency Agreement”).
The Titling Trust the Closed-End Collateral Agent and the Servicer have entered into that certain Fifth Amended and Restated Closed-End Servicing Agreement, dated as of December 15, 2009, as amended, to provide that such agreement will constitute the “Closed-End Servicing Agreement” (as defined in the Titling Trust Agreement) with respect to the Closed-End Collateral Specified Interest, which provides, among other things, for the servicing of the Titling Trust Assets by the Servicer.
The Titling Trust. Harco Leasing, the Collateral Agent and the Servicer have entered into the Titling Trust Servicing Agreement, which provides for, among other things, the servicing of the Titling Trust Assets by the Servicer.
The Titling Trust is governed by the Titling Trust Agreement (as defined in the Collateral Agency Agreement (as defined below)), which contemplates that the Titling Trust may enter into a Servicing Agreement (as defined in the Titling Trust Agreement) providing for the administration and servicing of the Specified Assets allocated to any Specified Interest of the Titling Trust.
The Titling Trust. Agreement contemplates that all Titling Trust Assets, other than those from time to time identified on the Titling Trust's books and records by the Titling Trustee on behalf of the Titling Trust and at the direction of the UTI Beneficiary, as SUBI Assets allocated to separate SUBI Sub-Trusts, shall constitute UTI Assets, and that the Titling Trustee shall create an undivided trust interest therein and issue to the UTI Beneficiary a UTI Certificate evidencing such UTI, and the UTI Beneficiary and its permitted assignees generally will be entitled to the proceeds of, including the net cash flow arising from, but only from, the UTI Assets.
The Titling Trust. Agreement provides that the Holder of any Certificate issued by the Titling Trust may designate a Registered Pledgee of such Certificate and provide for certain rights in favor of such pledgee with respect to the related Specified Interest.
The Titling Trust. The Titling Trust, and the Titling Trustee on behalf of the Titling Trust, shall hold in trust all legal rights and interests in the Titling Trust Assets for the benefit of the Beneficiaries. The UTI Beneficiary may from time to time designate the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as the nominee holder of legal title to Contracts that are Eligible Contracts, the related Leased Vehicles and other Titling Trust Assets. In connection therewith, such Leased Vehicles will be titled in the name of the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, and the Titling Trustee will accept such designation and, subject to the other terms of this Agreement, will permit the related Certificates of Title to be titled in the name of the Titling Trust or the Titling Trustee, on behalf of the Titling Trust. Legal title to all Titling Trust Assets shall be vested in the Titling Trust or the Titling Trustee, on behalf of the Titling Trust, as a separate legal entity except to the extent otherwise specifically provided herein or in any other document relating to a Securitized Financing or where applicable state law requires any Titling Trust Asset to be vested otherwise, in which case the Titling Trustee will, at the direction of the UTI Beneficiary or the Servicer, cause legal title to be held as required thereby.
