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RYDER TRUCK RENTAL LT,
as Origination Trust,
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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2001-A
ADMINISTRATION SUPPLEMENT
Dated as of February 1, 2001
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TABLE OF CONTENTS
Page
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ARTICLE TEN
DEFINITIONS
Section 10.01. Definitions.............................................................................. 1
Section 10.02. Interpretative Provisions................................................................ 6
ARTICLE ELEVEN
SERVICING OF THE 2001-A LEASES AND 2001-A VEHICLES
Section 11.01. Identification of 2001-A Vehicles and 2001-A Leases; Securitization Value................ 6
Section 11.02. Extensions; Administrative Modifications and Fixed Charge; Term.......................... 7
Section 11.03. Reallocation and Repurchase of 2001-A Leases and 2001-A Vehicles......................... 7
Section 11.04. Collections and Payment Date Advance Reimbursement....................................... 9
Section 11.05. Net Deposits............................................................................. 11
Section 11.06. Servicing Compensation................................................................... 12
Section 11.07. Advances................................................................................. 12
Section 11.08. Third Party Claims....................................................................... 13
Section 11.09. Contingent and Excess Liability Insurance Policies....................................... 13
Section 11.10. Reporting by the Administrative Agent; Delivery of Certain Documentation................. 13
Section 11.11. Accountants' Reports..................................................................... 13
Section 11.12. Annual Officer's Certificate............................................................. 14
Section 11.13. Administrative Agent Defaults; Termination of Administrative Agent....................... 14
Section 11.14. Administrative Agent Representations and Warranties...................................... 15
ARTICLE TWELVE
MAINTENANCE OF 2001-A VEHICLES
Section 12.01. Maintenance Provider Default; Termination of Maintenance Provider........................ 16
ARTICLE THIRTEEN
MISCELLANEOUS
Section 13.01. Termination of Supplement................................................................ 16
Section 13.02. Governing Law............................................................................ 17
Section 13.03. Amendment................................................................................ 17
Section 13.04. Relationship of this Administration Supplement to Other Trust Documents. ................ 17
Section 13.05. Binding Effect........................................................................... 17
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Section 13.06. Table of Contents and Headings........................................................... 17
Section 13.07. Counterparts............................................................................. 17
Section 13.08. Further Assurances....................................................................... 18
Section 13.09. Third-Party Beneficiaries................................................................ 18
Section 13.10. No Waiver; Cumulative Remedies........................................................... 18
Section 13.11. No Petition. ............................................................................ 18
EXHIBITS
Exhibit A - Schedule of Contracts............................................................................ A-1
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2001-A ADMINISTRATION SUPPLEMENT
This 2001-A Administration Supplement, dated as of February 1, 2001, 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 grantors and initial beneficiaries of the Trust (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"), and Ryder, as maintenance provider
(in such capacity, the "Maintenance Provider").
RECITALS
WHEREAS, the Grantors and UTI Beneficiaries, the Administrative Agent,
RTRT, Inc., as trustee (the "Trustee") of the Trust, Delaware Trust Capital
Management, Inc., as Delaware trustee, and U.S. Bank National 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 parties hereto have entered into that certain
administration agreement, dated as of February 1, 1998 (the "Basic
Administration Agreement" and, as supplemented hereby, the "Administration
Agreement"), which provides for certain administration and servicing obligations
with respect to the Trust Assets; and
WHEREAS, the parties acknowledge that, in connection with the execution
of the 2001-A Origination Trust Supplement to the Origination Trust Agreement,
dated as of February 1, 2001 (the "2001-A SUBI Supplement", and together with
the Origination Trust Agreement, the "SUBI Trust Agreement"), pursuant to which
two special units of beneficial interest in the Trust (respectively, the "2001-A
Vehicle SUBI" and the "2001-A Lease SUBI", and collectively the "2001-A SUBIs")
will be created, it is necessary and desirable to enter into a supplemental
agreement to the Basic Administration Agreement providing for specific
administration and servicing obligations in connection with the Trust Assets
allocable to the 2001-A SUBIs.
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 TEN
DEFINITIONS
Section 10.01. Definitions. Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto in the Basic
Administration Agreement or in the SUBI Trust Agreement, as the case may be.
Whenever used in this Administration Supplement, unless
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the context otherwise requires, the following words and phrases shall have the
following meanings:
"Administration Agreement" has the meaning set forth in the Recitals.
"Administration Fee" means, with respect to the 2001-A SUBI Assets, the
fee payable on each Payment Date equal to, for each related Monthly Period,
one-twelfth of the product of (i) 1.00% and (ii) the aggregate Securitization
Value of all 2001-A Leases as of the first day of such Monthly Period,
calculated and paid based on a 360-day year consisting of twelve 30-day months.
"Administration Supplement" means this 2001-A Administration Supplement
to the Basic Administration Agreement, as amended or supplemented from time to
time.
"Administrative Agent Letter of Credit" means a letter of credit,
surety bond or insurance policy issued by a depository institution, insurance
company or financial institution having a short-term credit rating at least
equal to the Required Deposit Rating and providing that the Indenture Trustee or
Trust Agent, as the case may be, may draw thereupon in the event the
Administrative Agent satisfies the Monthly Remittance Condition but fails to
deposit SUBI Collections into the 2001-A SUBI Collection Account on a monthly
basis.
"Advance" means a Sales Proceeds Advance or a Financial Component
Advance, as the context may require.
"Available Funds" has the meaning set forth in the Indenture.
"Basic Administration Agreement" has the meaning set forth in the
Recitals.
"Casualty Proceeds" means the sum of Insurance Casualty Proceeds and
Salvage Casualty Proceeds.
"Certificate Rate" has the meaning set forth in the Trust Agreement.
"Collection Period" means, with respect to any Payment Date, the three
Monthly Periods immediately preceding the month in which such Payment Date
occurs.
"Contingent and Excess Liability Insurance Policies" means those
certain vehicle liability, excess liability and other Insurance Policies issued
to the Administrative Agent for the benefit of the Administrative Agent, the
Trust, the UTI Beneficiaries, the Transferor or the Issuer from time to time, to
the extent such Insurance Policies relate to the 2001-A Vehicles, providing
coverage in excess of $10 million per accident and permitting multiple claims in
any policy period.
"Daily Advance Reimbursements" means amounts collected and netted on an
ongoing basis from SUBI Collections by the Administrative Agent to repay
Financial Component Advance amounts where (i) a Financial Component Advance
amount has been recovered in a subsequent payment made by the related Lessee in
respect of the Total Monthly Payment due with respect to the related 2001-A
Lease, or (ii) a Financial Component Advance has been
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outstanding for at least 180 days after the due date of the invoice in respect
of which such Financial Component Advance was made.
"Default Settlement" means, with respect to any Defaulted Vehicle, a
settlement of such default offered by the Administrative Agent to the related
Lessee.
"Deposit Date" means the Business Day immediately preceding the related
Payment Date.
"Financial Component Advance" means either a Partial Financial
Component Advance or a Full Financial Component Advance.
"Financial Component Payment" means the payment made by a Lessee in
respect of the Financial Component of the related 2001-A Lease.
"Full Financial Component Advance" means, with respect to any Invoiced
Vehicle Group and any Monthly Period, an amount equal to the difference between
the Financial Component due and the Lessee Partial Financial Component Payment.
"Indenture" means that certain indenture, dated as of February 1, 2001,
between the Issuer and the Indenture Trustee, as amended or supplemented from
time to time.
"Initial Securities Balance" means the initial principal amount of the
Notes and the Trust Certificates.
"Insurance Casualty Proceeds" means all Insurance Proceeds received in
respect of damage to a 2001-A Vehicle relating to a Casualty Termination Lease.
"Insurance Proceeds" has the meaning set forth in the Origination Trust
Agreement.
"Invoiced Vehicle Group" means, with respect to a Monthly Period and a
Lessee, one or more groups of Vehicles (which groups may include Vehicles
allocated to one or more Sub-Trusts) the Total Monthly Payments for which are
billed on a single invoice for such Monthly Period.
"Issuer" means the Ryder Vehicle Lease Trust 2001-A.
"Lessee Partial Financial Component Payment" means, in connection with
the payment by a Lessee of less than 100% of the Total Monthly Payment due with
respect to an Invoiced Vehicle Group, an amount equal to the product of (i) the
amount paid by the Lessee toward such Total Monthly Payment and (ii) the
percentage obtained by dividing the Financial Component due by the Total Monthly
Payment due, in each case with respect to such Invoiced Vehicle Group.
"Lessee Vehicles" means all Vehicles (whether allocated to one or more
Sub-Trusts) leased by the related Lessee for the related Monthly Period.
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"Majority Interest" means, with respect to the holders of Securities,
the holders of a majority of the aggregate principal balance of the related
Securities, except that Securities owned by the Issuer, the Transferor, the
Administrator or any of their respective Affiliates will not be included in such
determination.
"Monthly Remittance Condition" has the meaning set forth in Section
11.04(b).
"99% 2001-A SUBI Certificates" has the meaning set forth in the 2001-A
SUBI Supplement.
"Origination Trust Agreement" has the meaning set forth in the
Recitals.
"Partial Financial Component Advance" means, with respect to any
Invoiced Vehicle Group and any Monthly Period, an amount equal to the difference
between (i) the product of (a) the Financial Component due and (b) a percentage
equal to (1) the amount paid by such Lessee with respect to the Total Monthly
Payment divided by (2) the Fixed Charge due and (ii) the Lessee Partial
Financial Component Payment.
"Payment Date" means February 15, May 15, August 15 and November 15 of
each year, and, if necessary, the Senior Note Final Payment Date (as defined in
the Indenture), or, if any such day is not a Business Day, the immediately
succeeding Business Day, commencing May 15, 2001.
"Payment Date Advance Reimbursement" has the meaning set forth in
Section 11.04(a)(v)(B).
"Rating Event" has the meaning set forth in the Indenture.
"Repurchase Payment" means, with respect to events causing the
Administrative Agent to have an obligation to repurchase a 2001-A Lease and the
related 2001-A Vehicle, the Securitization Value as of the date specified for
such repurchase pursuant to Section 11.03.
"Required Percentage" means the holders of not less than 66% of the
aggregate outstanding principal balance of the Senior Notes or the Trust
Certificates, as the case may be, except that Securities owned by the Issuer,
the Transferor, the Administrator or any of their respective Affiliates will not
be included in such determination.
"Residual Value Loss" means, in respect of a Collection Period, the
amount, if any, by which the aggregate net proceeds (excluding any Insurance
Proceeds) from the sale or other disposition of 2001-A Vehicles during such
Collection Period are less than the aggregate Securitization Values of the
related 2001-A Leases determined immediately preceding termination of such
2001-A Leases.
"Residual Value Surplus" means, with respect to any Expired Vehicle,
the amount, if any, by which Sales Proceeds (excluding any Insurance Proceeds)
exceed the Securitization Value of the related 2001-A Lease as of the effective
date of termination of such 2001-A Lease.
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"Residual Value Surplus Account" has the meaning set forth in the
2001-A SUBI Supplement.
"Residual Value Surplus Draw Amount" has the meaning set forth in the
Indenture.
"Retained Administration Fee" means, with respect to any Collection
Period, 1% of the Administrative Fee with respect to such Collection Period
representing the portion of the Administrative Fee owed by the Holder of the 1%
2001-A SUBI Certificates.
"Retained Certificate Distribution Amount" means, with respect to any
Collection Period, the sum of (i) 1% of SUBI Collections and (ii) 1% of the
Residual Value Surplus Draw Amount.
"Sales Proceeds" means, with respect to any Expired Vehicle or
Defaulted Vehicle, all proceeds received from the sale or other disposition of
such Expired Vehicle or Defaulted Vehicle (including any applicable Insurance
Proceeds), less all applicable Disposition Expenses, and in the case of an
Expired Vehicle, any outstanding Sales Proceeds Advance.
"Sales Proceeds Advance" means the amount advanced by the
Administrative Agent to the Issuer on a Deposit Date equal to the Securitization
Value of a 2001-A Lease relating to a 2001-A Vehicle that, during the related
Collection Period, became an Expired Vehicle and was not sold by the
Administrative Agent.
"Salvage Casualty Proceeds" means any proceeds received from the sale
of a 2001-A Vehicle related to a Casualty Termination Lease at salvage, net of
any applicable Disposition Expenses.
"Securitization Rate" means, with respect to a 2001-A Lease, an
annualized rate that is calculated as the sum of (i) the Certificate Rate, (ii)
the Administration Fee and (iii) 0.50%.
"Securitization Value" means, with respect to any 2001-A Lease, the
value calculated by the Administrative Agent equal to: (i) as of the Cutoff
Date, the Net Book Value of such 2001-A Lease and the related 2001-A Vehicle,
(ii) as of its Maturity Date, the Residual Value of such 2001-A Vehicle and
(iii) as of any other date, the present value, discounted at the Securitization
Rate, of the sum of (a) the aggregate Financial Component of Total Monthly
Payments remaining to be made and (b) the Residual Value of such 2001-A Vehicle.
"SUBI Collections" means, with respect to any Collection Period, the
net amount collected or received by the Administrative Agent in respect of the
2001-A SUBI Assets during the three Monthly Periods comprising such Collection
Period of: (i) the Financial Component of all Total Monthly Payments (net of any
Daily Advance Reimbursements); (ii) Sales Proceeds (excluding Residual Value
Surplus), Casualty Proceeds and Termination Proceeds; (iii) Reallocation
Payments made by the Administrative Agent; (iv) Termination Value Payments; (v)
any Termination Settlement paid by an Obligor to the Administrative Agent; and
(vi) the Securitization Value payments from the Administrative Agent's purchase
of any 2001-A Vehicle (to the extent not duplicative of any of clauses (i)
through (v) above).
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"Termination Proceeds" means, with respect to any Defaulted Vehicle, an
amount equal to the sum of (i) any payment received from the related Lessee in
respect of the Termination Value of the Defaulted Vehicle (including any Default
Settlement) and (ii) the Sales Proceeds.
"Termination Settlement" means, with respect to any 2001-A Lease
terminated pursuant to the related Lessee's exercise of the Annual Termination
Option where such 2001-A Lease requires the related Lessee to purchase such
Vehicle for its Termination Value, a settlement offered by the Administrative
Agent to such Lessee to release such Lessee from such requirement.
"Titling Grace Period Vehicles" means 2001-A Vehicles having an
aggregate Cutoff Date Securitization Value not to exceed $__________ that as of
the Closing Date were titled in the name of Ryder but will either (i) be titled
in the name of the Trust or the Trustee on behalf of the Trust during the
Titling Grace Period or (ii) purchased by the Administrative Agent pursuant to
Section 11.03(c).
"Trust Agreement" means that certain trust agreement, as amended and
restated as of February 1, 2001, between the Transferor and the Owner Trustee.
"Trust Certificate" has the meaning set forth in the Trust Agreement.
"Trustee" has the meaning set forth in the Recitals.
"2001-A Leases" has the meaning set forth in Section 11.01(a).
"2001-A SUBI" has the meaning set forth in the 2001-A SUBI Supplement.
"2001-A SUBI Supplement" has the meaning set forth in the Recitals.
"2001-A Vehicles" has the meaning set forth in Section 11.01(a).
"Vehicle Representation Date" means, with respect to any 2001-A
Vehicle, the Cutoff Date.
Section 10.02. Interpretative Provisions. For all purposes of this
Administration Supplement, except as otherwise expressly provided or unless the
context otherwise requires, (i) terms used in this Administration Supplement
include, as appropriate, all genders and the plural as well as the singular,
(ii) references to words such as "herein", "hereof" and the like shall refer to
this Administration Supplement as a whole and not to any particular part,
Article or Section within this Administration Supplement, (iii) references to a
Section such as "Section 11.01" or an Article such as "Article Eleven" shall
refer to the applicable Section or Article of this Administration Supplement,
(iv) the term "include" and all variations thereof shall mean "include without
limitation", (v) the term "or" shall include "and/or" and (vi) the term
"proceeds" shall have the meaning ascribed to such term in the UCC.
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ARTICLE ELEVEN
SERVICING OF THE 2001-A LEASES AND 2001-A VEHICLES
Section 11.01. Identification of 2001-A Vehicles and 2001-A Leases;
Securitization Value.
(a) The Administrative Agent hereby identifies and allocates as
2001-A SUBI Assets the Vehicles more particularly described on Exhibit A hereto
and the Leases relating to such Vehicles (respectively, the "2001-A Leases and
the "2001-A Vehicles"). Exhibit A shall set forth as to each 2001-A Lease or
2001-A Vehicle, as the case may be, the (i) vehicle identification number, (ii)
date of origination, (iii) Net Book Value as of __________, (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.
(b) The Administrative Agent shall calculate a Securitization
Value for each 2001-A Lease. For each 2001-A Lease, the Financial Component of
Total Monthly Payments will equal the constant payment required to amortize the
Net Book Value of such 2001-A Lease and the related 2001-A Vehicle to the
Residual Value of such 2001-A Vehicle over the related Lease Term at the
Securitization Rate
Section 11.02. Extensions; Administrative Modifications and Fixed
Charge; Term.
(a) The Administrative Agent (i) shall not grant an Extension
with respect to any 2001-A Lease and (ii) may make one Administrative
Modification with respect to any 2001-A Lease, with each additional
Administrative Modification constituting an Extension for purposes of this
Section. In the event the Administrative Agent makes an Extension, it shall, on
the Deposit Date related to the Collection Period in which the Administrative
Agent discovers or is notified that such Extension was made, (i) deposit or
cause to be deposited into the 2001-A SUBI Collection Account an amount equal to
the Securitization Value of the related 2001-A Lease as of the last day of the
related Collection Period and (ii) direct the Trustee to either reallocate such
2001-A Lease and the related 2001-A Vehicle from the 2001-A SUBIs to the UTI or
cause such 2001-A Lease and 2001-A Vehicle to be conveyed to the Administrative
Agent as described in Section 11.03.
(b) The Administrative Agent shall not exercise its power under
any 2001-A Lease to (i) modify the Fixed Charge portion of the Total Monthly
Payment of any 2001-A Lease as in effect as of the Cutoff Date, except when
implementing in the ordinary course of business the inflation indexing
provisions thereof, or (ii) except as set forth in Section 11.02(a), modify the
Lease Term of any 2001-A Lease as in effect as of the Cutoff Date. The Financial
Component of each 2001-A Lease will be established as of the Cutoff Date and may
not be changed during the Lease Term. In the event the Administrative Agent
modifies the Fixed Charge, the Financial Component or the Lease Term of any
2001-A Lease in effect as of the Cutoff Date, the Administrative Agent shall, on
the Deposit Date related to the Collection Period in which such modification
occurs, (i) deposit or cause to be deposited into the 2001-A SUBI Collection
Account an amount equal to the Securitization Value of the related 2001-A Lease
as of the last day of the related Collection Period and (ii) direct the Trustee
to either reallocate such 2001-A
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Lease and the related 2001-A Vehicle from the 2001-A SUBIs to the UTI or cause
such 2001-A Lease and 2001-A Vehicle to be conveyed to the Administrative Agent
as described in Section 11.03.
Section 11.03. Reallocation and Repurchase of 2001-A Leases and
2001-A Vehicles.
(a) The Administrative Agent hereby makes to the other parties
hereto and the parties to the SUBI Trust Agreement the representations and
warranties contained in Section 2.05(a) of the Basic Administration Agreement as
to each 2001-A Lease and 2001-A Vehicle as of the Vehicle Representation Date.
The Administrative Agent also hereby represents and warrants that it used no
adverse selection procedures in selecting any of the 2001-A Leases for inclusion
in the 2001-A Lease SUBI and that it is not aware of any bias in the selection
of the 2001-A Leases which would cause delinquencies or losses on the 2001-A
Leases to be worse than any other Leases held by the Origination Trust;
provided, however, that the Administrative Agent can make no assurance as to the
actual delinquencies or losses on the 2001-A Leases. For purposes of this
Section, all references in Section 2.05 of the Basic Administration Agreement to
"this Agreement" shall be deemed to be references to the Administration
Agreement as defined herein.
(b) In addition to the requirements set forth in Section 2.05 of
the Basic Administration Agreement, the Administrative Agent shall be required
to purchase a 2001-A Vehicle prior to the Maturity Date of the related 2001-A
Lease and remit to the 2001-A SUBI Collection Account an amount equal to the
Securitization Value of such 2001-A Lease as of the effective date of
termination if: (i) such 2001-A Lease becomes a Casualty Termination Lease, and,
pursuant to such 2001-A Lease, the Administrative Agent is responsible for
paying for the loss or theft of or damage to such 2001-A Vehicle; (ii) the
Administrative Agent (A) re-rates such 2001-A Vehicle for excess mileage and
such change modifies the Residual Value or the Lease Term or (B) invoices the
related Lessee for a material mileage surcharge under such 2001-A Lease for such
2001-A Vehicle; (iii) at the request of the related Lessee, the Administrative
Agent permits such Lessee to (A) terminate such 2001-A Lease other than through
exercise of the Annual Termination Option or (B) reduce or delay payments due in
respect of the Financial Component of such 2001-A Lease; (iv) the related Lessee
exercises the Annual Termination Option or such 2001-A Lease becomes a Default
Termination Lease and the Administrative Agent (A) releases such Lessee from any
applicable obligation to purchase such 2001-A Vehicle for its Termination Value
(except in connection with a Default Settlement or a Termination Settlement) or
(B) neither demands that such Lessee so purchase such 2001-A Vehicle nor offers
a Termination Settlement or Default Settlement to such Lessee for such 2001-A
Vehicle; or (v) the related Lessee exercises the Annual Termination Option or
such 2001-A Lease becomes a Default Termination Lease and such 2001-A Lease has
been amended to eliminate any obligation of such Lessee to thereupon purchase
such 2001-A Vehicle for its Termination Value.
(c) During the Titling Grace Period, the Administrative Agent will
retitle the Titling Grace Period Vehicles in the name of the Trust or the
Trustee on behalf of the Trust. On or prior to the last day of the Titling Grace
Period, the Administrative Agent will provide each Rating Agency and the
Indenture Trustee with an Officer's Certificate of the Administrative Agent as
to the status of the retitling of the Titling Grace Period Vehicles. On the
first Business Day after
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the end of the Titling Grace Period, the Administrative Agent will purchase each
Titling Grace Period Vehicle not so retitled during the Titling Grace Period by
(i) depositing an amount equal to the Securitization Value of the related 2001-A
Lease as of the last day of the Titling Grace Period in the 2001-A SUBI
Collection Account and (ii) directing the Trustee to cause such Titling Grace
Period Vehicle and the related 2001-A Lease to be transferred to or upon the
order of the Administrative Agent. Such retitling of the Titling Grace Period
Vehicles shall be considered to have been effected only at such time as the
Administrative Agent shall have endorsed and completed, and delivered to the
Registrar of Titles, all instruments legally required to effect the transfer of
title into the name of the Trust or the Trustee.
(d) The sole remedy of the Trust, the Related Beneficiary and the
Related Holder with respect to events causing the Administrative Agent to
repurchase certain 2001-A Vehicles as provided herein, including the failure of
the Administrative Agent to retitle a Titling Grace Period Vehicle during the
Titling Grace Period, shall be to require the Administrative Agent to make the
payment of the Securitization Value, as set forth herein. The obligation of the
Administrative Agent under this Section shall survive any termination of the
Administrative Agent hereunder.
(e) Notwithstanding Section 2.05(g) of the Basic Administration
Agreement, the Administrative Agent may make Special Event Purchases with
respect to 2001-A Vehicles relating to 2001-A Leases that have an initial
Securitization Value of no more than (i) 5% of the Initial Securities Balance in
any calendar year or (ii) 10% of the Initial Securities Balance in the
aggregate.
(f) In connection with the purchase by the Administrative Agent
of an Expired Vehicle pursuant to Section 2.05(f) of the Basic Administration
Agreement, with respect to the related 2001-A Lease, in the event that (i) no
Sales Proceeds Advance has been made, the purchase price of such Expired Vehicle
will equal the Securitization Value of such 2001-A Lease as of the date of
expiration and (ii) a Sales Proceeds Advance has been made, no additional
amounts need be remitted by the Administrative Agent; provided, however, that in
connection with such purchase, the Administrative Agent shall relinquish all
rights to reimbursement of any such Sales Proceeds Advance.
(g) In the event any 2001-A Lease and the related 2001-A Vehicle
are reallocated to the UTI, until such time thereafter, if ever, as such Lease
and Vehicle are allocated to an Other SUBI, the Administrative Agent shall
indemnify, defend and hold harmless the original Beneficiaries from and against
any and all loss or liability with respect to or resulting from such Lease or
Vehicle (including the reasonable fees and expenses of counsel).
Section 11.04. Collections and Payment Date Advance Reimbursements.
(a) The Administrative Agent shall, with respect to SUBI
Collections and amounts in respect of the 2001-A SUBI Certificates, from time to
time, determine the respective amounts and recipients and:
(i) during each Collection Period, in addition to the
deposits required by Section 2.06 of the Basic Administration
Agreement, deposit in the 2001-A SUBI
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Collection Account those amounts specified in Section 11.02 and all
Reallocation Payments and Repurchase Payments pursuant to Section
11.03;
(ii) on or prior to each Deposit Date, deposit in the
2001-A SUBI Collection Account, all Advances, any Residual Value
Surplus from the sale of an Expired Vehicle for which the
Administrative Agent made a Sales Proceeds Advance and any Sales
Proceeds from the disposition of an Expired Vehicle at auction for
which the Administrative Agent was reimbursed during the related
Collection Period pursuant to Section 11.07;
(iii) on each Deposit Date, instruct the Trustee (acting
through the Trust Agent) to transfer the amount of Residual Value
Surplus, if any, reflected in the Payment Date Certificate for each
Expired Vehicle which was a 2001-A Vehicle sold or otherwise disposed
of during the related Collection Period, from the 2001-A SUBI
Collection Account to the Residual Value Surplus Account;
(iv) on each Deposit Date, instruct the Trustee (acting
through the Trust Agent) to transfer to the 2001-A SUBI Collection
Account, prior to 5:00 p.m., New York City time, an amount equal to the
Residual Value Surplus Draw Amount, if any, reflected in the Payment
Date Certificate, from the Residual Value Surplus Account;
(v) on each Payment Date, pursuant to the Payment Date
Certificate, allocate (i) Available Funds and (ii) the Retained
Certificate Distribution Amount on deposit in the 2001-A SUBI
Collection Account with respect to the related Collection Period and
instruct the Trustee (acting through the Trust Agent) to make, no later
than 11:00 a.m., New York City time, the following deposits and
distributions in the following amounts and order of priority:
(A) to an account specified by the Holder of the
1% 2001-A SUBI Certificate, the excess of (i) the Retained
Certificate Distribution Amount over (ii) the Retained
Administration Fee;
(B) upon presentation of an Officer's
Certificate of the Administrative Agent setting forth the
basis for the determination of the amount to be transferred,
to the Administrative Agent the sum of any outstanding Sales
Proceeds Advances which have been outstanding as of the end of
the related Collection Period for at least 270 days
(collectively, the "Payment Date Advance Reimbursement");
(C) to or on behalf of the Administrative Agent,
the Administration Fee in respect of the related Collection
Period, together with any unpaid Administration Fees in
respect of one or more prior Collection Periods; and
(D) to the Note Distribution Account, the
Reserve Fund and Certificate Distribution Account, such
distributions in the amounts and order of priority as set
forth in Sections 8.04(a) and 10.01 of the Indenture;
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(vi) on each Payment Date, instruct the Trustee (acting
through the Trust Agent), in writing to transfer all net investment
earnings on each of the 2001-A SUBI Collection Account and the Residual
Value Surplus Account to the Reserve Fund; and
(vii) on each Payment Date, after all distributions
required to be made on such Payment Date have been made, instruct the
Trustee (acting through the Trust Agent), in writing to make the
following distributions from the Residual Value Surplus Account:
(A) to or on behalf of the Administrative Agent
to the extent not otherwise covered by Sales Proceeds or
Termination Proceeds, any Disposition Expenses relating to
2001-A Vehicles sold by the Administrative Agent pursuant to
the Administration Agreement during the related Collection
Period, together with any such unreimbursed expenses or
Advances incurred in one or more prior Collection Periods; and
(B) to the Transferor, any remaining amounts on
deposit in the Residual Value Surplus Account.
(b) Notwithstanding Section 2.06 of the Basic Administration
Agreement, the Administrative Agent shall be permitted to retain the amounts
provided for in such Section received during a Monthly Period until the second
day following such Monthly Period, for so long as the following requirements are
met (collectively, the "Monthly Remittance Condition"):
(i) (A) Ryder (or its successors pursuant to Section
2.13(b) of the Basic Administration Agreement) is the Administrative
Agent, (B) Ryder's short-term debt is rated in the highest rating
category by, or is otherwise acceptable to, each Rating Agency and (C)
no Administrative Agent Default has occurred; or
(ii) if (A) the Administrative Agent obtains an
Administrative Agent Letter of Credit under which demands for payment
may be made to secure timely remittance of monthly SUBI Collections to
the 2001-A SUBI Collection Account and (B) the Trustee, the Indenture
Trustee and the Owner Trustee are provided with confirmation from each
Rating Agency to the effect that the use of an alternative remittance
schedule will not result in a Rating Event.
Pending deposit into the 2001-A SUBI Collection Account, SUBI Collections (other
than the Maintenance Component of Total Monthly Payments) may be employed by the
Administrative Agent at its own risk and for its own benefit and shall not be
segregated from its own funds.
(c) If, with respect to an Invoiced Vehicle Group, the related
Lessee pays (i) the Total Monthly Payment, the Administrative Agent shall
deposit from such payment into the 2001-A SUBI Collection Account the Financial
Component related to such Invoiced Vehicle Group and (ii) less than the Total
Monthly Payment due, the Administrative Agent shall deposit from such payment
into the 2001-A SUBI Collection Account an amount equal to the Lessee Partial
Financial Component Payment.
(d) Payments on the 2001-A Leases shall be allocated pro rata
using the Financial Component and the Maintenance Component thereof. During each
Collection Period, all
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payments in respect of the Maintenance Component either will not be deposited
into the related Collection Account or will be withdrawn daily therefrom and, in
each case, all such payments shall be paid to or retained by the Maintenance
Provider.
Section 11.05. Net Deposits. Notwithstanding anything to the
contrary contained in this Administration Supplement, for so long as Ryder is
the Administrative Agent, the Administrative Agent shall be permitted to deposit
into the 2001-A SUBI Collection Account only the net amount distributable to the
Issuer, as holder of the 99% 2001-A Vehicle SUBI Certificate and pledgee of the
99% 2001-A Lease SUBI Certificate, on the related Deposit Date. The
Administrative Agent shall, however, account to the Issuer, the Trustee, the
Trustee Agent, the Indenture Trustee (or any successor to the duties of the
Indenture Trustee), the Owner Trustee and the holders of Rated Securities as if
all of the deposits and distributions described herein were made individually.
Section 11.06. Servicing Compensation.
(a) As compensation for the performance of its obligations under
the Administration Agreement, the Administrative Agent shall be entitled to
receive the Administration Fee with respect to the 2001-A SUBI Assets.
(b) The Administrative Agent shall also be entitled to additional
administration and servicing compensation with respect to the 2001-A SUBI Assets
in the form of, among other things, expense reimbursement and any other
administrative fees or similar charges under the 2001-A Leases, including any
late payment fees now or later in effect.
Section 11.07. Advances.
(a) If a Lessee's actual payments with respect to an Invoiced
Vehicle Group are less than the Total Monthly Payments due with respect thereto
during a Collection Period, and are (i) greater than or equal to the Fixed
Charge for such Invoiced Vehicle Group, the Administrative Agent shall make a
Full Financial Component Advance or (ii) less than the Fixed Charge for such
Invoiced Vehicle Group, the Administrative Agent shall make a Partial Financial
Component Advance, in each case on or before the related Deposit Date.
(b) On each Deposit Date, the Administrative Agent shall make, by
deposit into the 2001-A SUBI Collection Account, Sales Proceeds Advances. After
the Administrative Agent has made a Sales Proceeds Advance with respect to an
Expired Vehicle, the Issuer shall have no claim against or interest in such
Expired Vehicle or any Sales Proceeds resulting from the sale or other
disposition thereof, except with respect to any related Residual Value Surplus.
If the Administrative Agent shall sell or otherwise dispose of an Expired
Vehicle after having made a Sales Proceeds Advance, the Issuer may retain all of
such Sales Proceeds Advance, and the Administrative Agent shall retain the
related Sales Proceeds up to the Securitization Value of the related 2001-A
Lease, and shall deposit the Residual Value Surplus, if any, into the 2001-A
SUBI Collection Account. If the Sales Proceeds are less than the Securitization
Value of the related 2001-A Lease, the Administrative Agent may deduct the
difference from SUBI Collections in respect of one or more future Collection
Periods. If the Administrative Agent has not sold an Expired Vehicle within 270
days after it has made a Sales Proceeds Advance, it shall
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be reimbursed for such Sales Proceeds Advance from the 2001-A SUBI Collection
Account. Within six months of receiving such reimbursement, if the related
2001-A Vehicle has not been sold, the Administrative Agent shall cause such
2001-A Vehicle to be sold at auction and shall remit the proceeds associated
with such auction sale to the 2001-A SUBI Collection Account.
(c) Notwithstanding anything to the contrary in the Administration
Agreement, the Administrative Agent shall be required to make Advances only to
the extent that it determines that such Advance will be recoverable from future
payments on or in respect of the related 2001-A Lease or 2001-A Vehicle.
Section 11.08. Third Party Claims. In addition to the requirements
set forth in Section 2.08 of the Basic Administration Agreement, the
Administrative Agent shall immediately notify the Transferor (in the event that
Ryder is not acting as Administrative Agent) and the Indenture 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 Transferor or the Trust
with respect to the 2001-A SUBI Assets.
Section 11.09. Contingent and Excess Liability Insurance Policies.
So long as any Securities are outstanding, the Administrative Agent shall
maintain and pay when due all premiums with respect to, and the Administrative
Agent may not terminate or cause the termination of, any Contingent and Excess
Liability Insurance Policy unless (i) a replacement Insurance Policy is obtained
that provides coverage against third party claims that may be raised against the
Trust or the Trustee on behalf of the Trust with respect to any 2001-A Vehicle
in an amount at least equal to $10 million per claim (which Insurance Policy may
be a blanket Insurance Policy covering the Administrative Agent and one or more
of its Affiliates) and (ii) in the case of Rated Securities, each Rating Agency
has delivered a letter to the Trustees to the effect that such termination or
any replacement insurance would not result in a Rating Event. The obligations of
the Administrative Agent pursuant to this Section shall survive any termination
of the Administrative Agent's other obligations under the Administration
Agreement until such time as claims can no longer be brought that would be
covered by such Insurance Policies, whether as a result of the expiration of
relevant statutes of limitations or otherwise.
Section 11.10. Reporting by the Administrative Agent; Delivery of
Certain Documentation.
(a) On or prior to the Closing Date, 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 the Related Beneficiary an Officer's Certificate listing the officers of the
Administrative Agent involved in, or responsible for, the servicing of the
2001-A Leases.
(b) On or before each Determination Date, the Administrative
Agent shall, in addition to the information required in Section 4.01(c) of the
Basic Administration Agreement, to the extent that reimbursement is being
requested pursuant to such Section, include in the Officer's Certificate
provided for in such Section the amount of any transfer during the related
Collection Period from the Residual Value Surplus Account to the 2001-A SUBI
Collection Account.
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Section 11.11. Accountants' Reports. On or before April 30 of each
year, commencing with April 30, 2002, the Administrative Agent shall deliver or
cause to be delivered to the Issuer, the Indenture Trustee, each Rating Agency
and the Owner Trustee a report, prepared by the Independent Accountants of the
Administrative Agent, stating that such Independent Accountants have examined
the financial statements of the Administrative Agent (which may be financial
statements of its parent) for the preceding 12 months ended December 31 (or such
shorter period in the case of the first such report) in accordance with
generally accepted auditing standards, which examination included such tests of
the accounting records and such other auditing procedures as they considered
necessary in the circumstances, and that nothing came to the attention of such
Independent Accountants that caused them to believe that the servicing of such
2001-A Leases was not being conducted, or that distributions on the Rated
Securities were not being made, in each case in accordance with the
Administration Agreement, except for such exceptions as such firm shall believe
to be immaterial and such other exceptions as shall be set forth in such
statement.
Section 11.12. Annual Officer's Certificate. On or before April 30
of each year, commencing with April 30, 2002, the Administrative Agent shall
deliver an Officer's Certificate to the Issuer, the Indenture Trustee, each
Rating Agency and the Owner Trustee to the effect that a review of the
activities of the Administrative Agent during the preceding 12 months ended
December 31 (or such shorter period in the case of the first such Officer's
Certificate) has been made under the supervision of the officer executing such
Officer's Certificate with a view to determining whether during such period an
Administrative Agent Default has occurred, and stating that, to the best
knowledge of such officer, (i) no such Administrative Agent Default has occurred
under the Administration Agreement or (ii) if such a default has occurred,
specifying such default and the nature and status thereof.
Section 11.13. Administrative Agent Defaults; Termination of
Administrative Agent.
(a) In addition to the provisions of Section 5.01(a) of the Basic
Administration Agreement, any of the following acts or occurrences shall
constitute an Administrative Agent Default under the Administration Agreement:
(i) the Administrative Agent shall fail to maintain or
pay when due the premium in respect of any Contingent and Excess
Liability Insurance Policy, which failure continues for ten Business
Days after discovery of such failure by an officer of the
Administrative Agent or receipt by the Administrative Agent of written
notice thereof by the Trustee or a Holder;
(ii) the Administrative Agent shall fail to deliver to the
Indenture Trustee any report required to be delivered to the Indenture
Trustee or the Issuer pursuant to the Basic Documents to which the
Administrative Agent is a party, which failure continues for 30
Business Days after discovery of such failure by an officer of the
Administrative Agent or receipt by the Administrative Agent of written
notice thereof by the Indenture Trustee; or
(iii) the Administrative Agent shall fail to cause the
delivery to the Indenture Trustee for distribution to the Noteholders
or to the Owner Trustee for distribution to the
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Certificateholders any required payment or fail to deliver to the
Trustee (acting through the Trust Agent) for distribution to the
Indenture Trustee and the Owner Trustee any required payment, which
failure continues for five Business Days after discovery of such
failure by an officer of the Administrative Agent or receipt by the
Administrative Agent of notice thereof from the Indenture Trustee, the
Owner Trustee or holders of Securities evidencing not less than 25% of
the aggregate unpaid principal balance of the Securities, voting
together as a single class;
provided, however, that any such failure with respect to the 2001-A SUBIs shall
be an Administrative Agent Default only with respect to the 2001-A SUBIs and not
with respect to any other Sub-Trust.
Notwithstanding any of the foregoing and Section 5.01(a) of the Basic
Administration Agreement, a delay or failure of performance referred to in
paragraph (ii) of this Section for a period of 45 Business Days, in Section
5.01(a)(ii) of the Basic Administration Agreement for a period of 120 days, in
Section 5.01(a)(v) of the Basic Administration Agreement for a period of 60
days, will not constitute an Administrative Agent Default if that delay or
failure of performance was caused by a Force Majeure Event.
(b) Upon the occurrence of any Administrative Agent Default under
the Administration Agreement, in addition to the requirements set forth in
Section 5.01(b) of the Basic Administration Agreement, the Administrative Agent
shall provide to the Indenture Trustee, the Owner Trustee, and any holders of
Rated Securities, prompt notice of such failure or delay by it, together with a
description of its efforts to so perform its obligations.
(c) In addition to the provisions of Section 5.01(c) of the Basic
Administration Agreement, if an Administrative Agent Default shall have occurred
and be continuing with respect to the 2001-A SUBIs, the Trustee on behalf of the
Trust shall, at the direction of the Required Related Holders, by notice given
to the Administrative Agent, each Rating Agency and the Related Beneficiary,
terminate the rights and obligations of the Administrative Agent under this
Administration Supplement in accordance with such Section. In the event the
Administrative Agent is removed as administrative agent with respect to
servicing the 2001-A SUBI Assets, subject to the consent of the Trustee, the
Required Related Holders shall appoint a successor Administrative Agent. The
successor Administrative Agent shall accept its appointment by a written
assumption in a form acceptable to the Trustee. Such successor Administrative
Agent shall be approved by the Trustee, such approval not to be unreasonably
withheld. With respect to any Administrative Agent Default related to the 2001-A
SUBI Assets, the Trustee, acting on the direction of the Required Related
Holders, may waive any default of the Administrative Agent. For purposes of this
Section, so long as the Lien of the Indenture is in place, the Required Related
Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of
the 2001-A SUBI Certificates), acting at the direction of the Required
Percentage of the Senior Noteholders and thereafter, the Owner Trustee, acting
at the direction of the Required Percentage of the Trust Certificateholders
until the Aggregate Certificate Balance has been reduced to zero.
(d) In the event the Administrative Agent is removed with respect
to administrating and servicing the 2001-A SUBI Assets, the Administrative Agent
shall be entitled to
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reimbursement for any outstanding Advances made pursuant to this Administration
Supplement, to the extent of the funds available therefore with respect to all
Advances made by the Administrative Agent.
Section 11.14. Administrative Agent Representations and Warranties.
Effective as of the date hereof, the Administrative Agent hereby reaffirms the
representations and warranties set forth in Section 7.01 of the Basic
Administration Agreement. For purposes of this Section, references in Section
7.01 of the Basic Administration Agreement to "this Agreement" shall be deemed
to refer to the Administration Agreement as defined herein.
ARTICLE TWELVE
MAINTENANCE OF 2001-A VEHICLES
Section 12.01. Maintenance Provider Default; Termination of
Maintenance Provider.
(a) Upon the occurrence of any Maintenance Provider Default under
the Administration Agreement, in addition to the requirements set forth in
Section 6.01(b) of the Basic Administration Agreement, the Administrative Agent
shall provide to the Indenture Trustee, the Owner Trustee and any holders of
Rated Securities, prompt notice of such failure or delay by the Maintenance
Provider, together with a description of the Maintenance Provider's efforts to
so perform its obligations.
(b) In addition to the provisions of Section 6.01(c) of the Basic
Administration Agreement, if a Maintenance Provider Default shall have occurred
and be continuing with respect to a 2001-A SUBI, the Trustee on behalf of the
Trust shall, at the direction of the Required Related Holders, by notice given
to the Administrative Agent, each Rating Agency and the Related Beneficiary,
terminate the rights and obligations of the Maintenance Provider under this
Administration Supplement in accordance with such Section. In the event the
Maintenance Provider is removed as maintenance provider with respect to
servicing the 2001-A SUBI Assets, subject to the consent of the Trustee, the
Required Related Holders shall appoint a successor Maintenance Provider. The
successor Maintenance Provider shall accept its appointment by a written
assumption in a form acceptable to the Trustee. Such successor Maintenance
Provider shall be approved by the Trustee, such approval not to be unreasonably
withheld. With respect to any Maintenance Provider Default related to the 2001-A
SUBI Assets, the Trustee, acting at the direction of the Required Related
Holders, may waive any default of the Maintenance Provider. For purposes of this
Section, so long as the Lien of the Indenture is in place, the Required Related
Holders shall be deemed to be the Indenture Trustee (as Registered Pledgee of
the 2001-A SUBI Certificates) acting at the direction of the Required Percentage
of the Senior Noteholders and thereafter, the Owner Trustee, acting at the
direction of the Required Percentage of the Trust Certificateholders until the
Aggregate Certificate Balance has been reduced to zero.
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ARTICLE THIRTEEN
MISCELLANEOUS
Section 13.01. Termination of Supplement. This Administration
Supplement shall terminate upon the earlier to occur of (i) the termination of
the 2001-A SUBIs or (ii) the resignation or removal of the Administrative Agent
with respect to the 2001-A SUBIs in accordance with the terms of the
Administration Agreement. Any such termination hereunder shall effect a
termination only with respect to the 2001-A SUBI Assets and not as to Trust
Assets allocated to any other Sub-Trust, and shall not effect a termination of
the Basic Administration Agreement or any other Administration Supplement.
Section 13.02. Governing Law. This Administration Supplement shall
be governed by and construed in accordance with the internal laws of the State
of New York without regard to any otherwise applicable principles of conflicts
of laws (other than Section 5-1401 of the New York General Obligations Law).
Section 13.03. Amendment. Notwithstanding the foregoing, this
Administration Supplement (and, accordingly, the Basic Administration Agreement,
insofar as it relates to the 2001-A SUBIs) may be amended from time to time by
the parties hereto (including to change the manner in which the Residual Value
Surplus Account is funded, including the elimination of the Residual Value
Surplus Account, or to change the remittance schedule for depositing SUBI
Collections and other amounts into the 2001-A SUBI Collection Account) (i) upon
confirmation from each Rating Agency to the effect that such amendment would not
cause a Rating Event or (ii) upon receipt of the consent of holders of Rated
Securities affected thereby holding not less than a Majority Interest, for the
purpose of adding any provisions to, changing in any manner or eliminating any
of the provisions of this Administration Supplement or modifying in any manner
the rights of the holders of Rated Securities; provided, however, that (a)(1) no
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 the
2001-A SUBIs or the 99% 2001-A SUBI Certificates or distributions (or the
interest rate thereon) required to be made on any Rated Securities and (2) no
amendment of any type shall reduce the percentage of the aggregate principal
amount of Rated Securities required to consent to any such amendment, in each
case without the consent of all the holders or 100% of all outstanding Rated
Securities, as the case may be, and (b) an Opinion of Counsel is delivered to
the effect that, in addition to the information required by Section 8.02(b)(ii)
of the Basic Administration Agreement, after such amendment, the Trust
Certificates will properly be characterized as indebtedness that is secured by
the assets of the Trust.
Section 13.04. Relationship of this Administration Supplement to
Other Trust Documents. Unless the context otherwise requires, this
Administration Supplement 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 Administration Supplement and (i)
the Origination Trust Agreement, with respect to the administration and
servicing of any Trust Assets, the provisions of this Administration Supplement
shall prevail and (ii) the Basic Administration Agreement, the provisions of
this Administration Supplement shall control.
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Section 13.05. Binding Effect. The provisions of this Administration
Supplement shall be binding upon and inure to the benefit of the parties hereto
and their permitted successors and assigns, and all such provisions shall inure
to the benefit of the Trustee on behalf of the Trust.
Section 13.06. 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 13.07. Counterparts. This Administration Supplement 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 13.08. Further Assurances. Each party will 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
Administration Supplement and to better assure and confirm unto the requesting
party its rights, powers and remedies hereunder.
Section 13.09. Third-Party Beneficiaries. The Issuer, each holder or
registered pledgee of the 2001-A SUBIs and each Related Beneficiary shall be
third-party beneficiaries of the Administration Agreement. Except as otherwise
provided in the Administration Agreement, no other Person shall have any rights
hereunder.
Section 13.10. 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 hereunder 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 herein provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided at law, in equity or otherwise.
Section 13.11. No Petition. The Administrative Agent and the
Maintenance Provider, by entering into this Agreement, in addition to provisions
of Section 8.14 of the Basic Administration Agreement, hereby covenant and agree
that they will not institute, or join in instituting, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceeding, or other
Proceeding under federal or state bankruptcy or similar laws for a period of one
year and a day after payment in full of the Securities, against the Transferor
or the Issuer; provided, however, that 100% of the Senior Noteholders, or, if no
Senior Notes are then outstanding, the Subordinated Noteholder, or, if no
Subordinated Notes are then outstanding, 100% of the Trust Certificateholders
(in each case excluding the Transferor and any of its Affiliates) may at any
time institute or join in instituting any bankruptcy, reorganization, insolvency
or liquidation proceeding against the Transferor or the Issuer.
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IN WITNESS WHEREOF, the parties hereto have caused this Administration
Supplement 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: RTR LEASING I, INC.,
as Manager
By:
------------------------------------
Name:
Title:
RYDER TRUCK RENTAL II LP,
as UTI Beneficiary
By: RYDER TRUCK RENTAL II LLC,
as General Partner
By: RTR LEASING I, INC.,
as Manager
By:
------------------------------------
Name:
Title:
23
RYDER TRUCK RENTAL, INC.,
as Administrative Agent
By:
------------------------------------
Name:
Title:
RYDER TRUCK RENTAL, INC.,
as Maintenance Provider
By:
------------------------------------
Name:
Title:
24
EXHIBIT A
SCHEDULE OF 2001-A VEHICLES
[Omitted. Copies on file with the Administrative Agent, the Trustee and the
Owner Trustee.]
A-1
