1
EXHIBIT 10.6
SERIES 2000-1 SUPPLEMENT
dated as of
[ ], 2000
to
ADMINISTRATIVE AGENCY AGREEMENT
dated as of
[ ], 2000
2
TABLE OF CONTENTS
Page
ARTICLE I
DESIGNATION OF SUPPLEMENT FOR
SERIES 2000-1 CERTIFICATES
Section 1.1 Designation.......................................................................2
ARTICLE II
DEFINITIONS
Section 2.1 Definitions.......................................................................3
ARTICLE III
THE LEASES
Section 3.1 Representations and Warranties of Administrative Agent............................3
Section 3.2 Representations and Warranties of Administrative Agent
Relating to Additional Series 2000-1 Assets.......................................8
ARTICLE IV
FEES AND EXPENSES
Section 4.1 Fees and Expenses................................................................10
ARTICLE V
COLLECTIONS
Section 5.1 Establishment of Series 2000-1 Collection Account................................11
Section 5.2 Application and Distribution of Funds............................................14
Section 5.3 RCL Trust 2000-1 Purchase Option.................................................16
Section 5.4 Sale Proceeds Advances and Monthly Payment
Advances.........................................................................17
Section 5.5 Administrative Purchases.........................................................18
Section 5.6 Additional Series 2000-1 Assets..................................................18
ARTICLE VI
REPORTS TO CERTIFICATEHOLDERS
Section 6.1 Statements to Certificateholders.................................................20
ARTICLE VII
OPTIONAL PURCHASE
Section 7.1 Optional Purchase of Series 2000-1 Certificates..................................25
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Provision of Information.........................................................25
Section 8.2 Ratification of Administrative Agency Agreement..................................26
Section 8.3 Actions on Behalf of the Lease Trust.............................................26
Section 8.4 Insurance Policies...............................................................26
Section 8.5 Third-Party Beneficiary..........................................................27
Section 8.6 Holders of the Series 2000-1 Certificates........................................27
Section 8.7 Counterparts.....................................................................28
Section 8.8 Headings.........................................................................28
Section 8.9 Governing Law....................................................................28
Exhibit A Schedule of Series 2000-1 Assets................................................A-1
Exhibit B Form of Series 2000-1 Certificate...............................................B-1
Exhibit C Form of Series 2000-1 Lease.....................................................C-1
3
SERIES 2000-1 SUPPLEMENT, dated and effective as of [ ], 2000
(this "Supplement"), among FORD MOTOR CREDIT COMPANY, a Delaware corporation
("Ford Credit"), as Administrative Agent (in such capacity, the "Administrative
Agent"), (ii) FORD CREDIT TITLING TRUST, a Michigan trust, FORD CREDIT MICHIGAN
TITLING TRUST, a Delaware business trust, FCALM, LLC, a Delaware limited
liability company, and FCAL, LLC, a Delaware limited liability company (each, a
"Titling Company") and (iii) U.S. BANK NATIONAL ASSOCIATION, not in its
individual capacity, but solely as agent for such Titling Companies under this
Administrative Agency Agreement (in such capacity, the "Titling Company Agent").
WHEREAS, pursuant to the Titling Company Agreements and the
Administrative Agency Agreement, the Administrative Agent, acting at the
direction of the Holder of the Non-Specified Interest of each Titling Company,
has delivered to each Titling Company a Series Specification Notice listing
certain Titling Company Assets of such Titling Company which are to be
designated as Series 2000-1 Assets;
WHEREAS, on the Series Issue Date, each Titling Company shall
issue a Certificate designated as the "Series 2000-1 Certificate" to the Holder
of the related Non-Specified Interest;
WHEREAS, each Series 2000-1 Certificate shall represent a
Specified Interest in pools of automobiles and light-duty trucks, the retail
operating leases appurtenant thereto and related assets owned by the related
Titling Company;
WHEREAS, the assets represented by the Series 2000-1
Certificates are designated as "Series 2000-1 Assets;"
WHEREAS, the Holder of the Non-Specified Interest of each
Titling Company intends to contribute the Series 2000-1 Certificate of such
Titling Company to RCL Trust 2000-1, including its rights under the
Administrative Agency Agreement and this Supplement; and
WHEREAS, the Administrative Agent, the Titling Company Agent
and each Titling Company are entering into this Supplement to set forth the
terms of the Series 2000-1 Certificates and the terms pursuant to which the
Administrative Agent shall administer and service the Series 2000-1 Assets;
NOW THEREFORE, the parties hereto hereby agree as follows:
4
ARTICLE I
DESIGNATION OF SUPPLEMENT FOR
SERIES 2000-1 CERTIFICATES
Section 1.1 Designation. (a) Pursuant to the Administrative
Agency Agreement, the Administrative Agent has delivered a Specification Notice
(the "Series 2000-1 Specification Notice") to each Titling Company designating
the Leases and Leased Vehicles identified in such Series 2000-1 Specification
Notice as Specified Assets of such Titling Company. As of the Series Issue Date
specified in the Series 2000-1 Specification Notices, the Specified Assets
identified in each such Series 2000-1 Specification Notice taken together shall
be the initial Specified Assets with respect to Series 2000-1 (the "Initial
Series 2000-1 Assets"). The Initial Series 2000-1 Assets are listed in Exhibit A
attached hereto.
(b) In accordance with the instructions of the Holder of the
Non-Specified Interest of each Titling Company set forth in each Series 2000-1
Specification Notice, each Titling Company hereby issues to such Holder a
Certificate in the form attached hereto as Exhibit B representing the Specified
Interest in the Series 2000-1 Assets of such Titling Company. Each such
Certificate is hereby designated as a "Series 2000-1 Certificate."
(c) The Specified Interest represented by each Series 2000-1
Certificate is a Revolving Specified Interest. Each Series 2000-1 Certificate
shall be issued as a single class and shall represent the entire Specified
Interest in the Series 2000-1 Assets of the related Titling Company.
(d) On the last Business Day of each Collection Period, the
Administrative Agent, in accordance with the Administrative Agency Agreement,
shall deliver to the Holder of the Series 2000-1 Certificates and to each
Titling Company or the Titling Company Agent, a Specification Notice (each such
notice, an "Additional Series 2000-1 Specification Notice") designating the
Leases and Leased Vehicles identified in such Additional Series 2000-1
Specification Notice as Specified Assets. As of the Addition Date specified in
the Additional Series 2000-1 Specification Notices with respect to any
Collection Period, the Titling Company Assets identified in each such Additional
Series 2000-1 Specification Notice taken together shall be additional Specified
Assets with respect to Series 2000-1 (with respect to each Addition Date, the
"Additional Series 2000-1 Assets" and, together with the Initial Series 2000-1
Assets, the "Series 2000-1 Assets"). The Additional Series 2000-1 Assets
allocated to Series 2000-1 on each Addition Date shall be identified on Schedule
A to the related Additional Series 2000-1 Specification Notice.
5
As of each Addition Date, the Schedule A attached to each Additional
Series 2000-1 Specification Notice is hereby incorporated into Exhibit A hereto
and made a part thereof.
(e) The parties hereto agree to the following supplemental
provisions to the Administrative Agency Agreement with respect to the Series
2000-1 Certificates. In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in
the Administrative Agency Agreement, the terms and provisions of this Supplement
shall govern.
ARTICLE II
DEFINITIONS
Section 2.1 Definitions. All capitalized terms which are used
herein and are not defined herein have the meanings assigned to such terms in
Appendix A attached hereto. References to "this Supplement" are to this Series
2000-1 Supplement to the Administrative Agency Agreement. To the extent that any
term is defined in both the Administrative Agency Agreement (or Appendix I
attached thereto) and this Supplement (or Appendix A attached hereto), the
definition set forth in this Supplement (or Appendix A) shall be controlling.
All references to Articles, Sections, subsections, exhibits and schedules are to
Articles, Sections, subsections, exhibits and schedules of this Supplement
unless otherwise specified.
ARTICLE III
THE LEASES
Section 3.1 Representations and Warranties of Administrative
Agent. Ford Credit, in its capacity as Administrative Agent, makes the following
representations and warranties to the Titling Company Agent and to each Titling
Company as to the Series 2000-1 Assets, on which each Titling Company relies in
issuing its Series 2000-1 Certificate and on which Ford Credit, in its capacity
as initial Holder of the Series 2000-1 Certificates, relies in making subsequent
transfers thereof. Such representations and warranties speak as of the execution
and delivery of this Supplement, in the case of the Initial Series 2000-1 Assets
and, as of the applicable Addition Date, in the case of the Additional Series
2000-1 Assets. The representations and warranties of the Administrative Agent
set forth in this Section 3.1 shall survive the sale, transfer, and assignment
of the Series 2000-1 Certificates by Ford Credit to RCL Trust 2000-1 and by RCL
Trust 2000-1 to the Lease Trustee and
6
any subsequent transferee.
(a) New Vehicle. Each Series 2000-1 Leased Vehicle was a new
automobile or light duty truck at the inception of the related Series 2000-1
Lease.
(b) Certificate of Title. Each Series 2000-1 Leased Vehicle
was titled in accordance with the related Titling Company Agreement and in a
manner acceptable to the relevant Governmental Authority.
(c) Residual Value. The Residual Value of each Series 2000-1
Leased Vehicle does not exceed an amount established by the Administrative Agent
consistent with its policies and practices regarding the setting of residual
values as applied with respect to closed-end retail automobile and light-duty
truck leases.
(d) Pool Balance. At the Initial Series 2000-1 Cut-Off Date,
the Pool Balance was $[ ].
(e) Interest in Lease and Leased Vehicle. Each Series 2000-1
Lease was entered into by a Dealer located in the United States, as lessor, and
a Lessee with a billing address in an Eligible State, as lessee, and all of the
Dealer's right, title and interest in such Series 2000-1 Lease and the related
Series 2000-1 Leased Vehicle was validly assigned by such Dealer to a Titling
Company qualified in such Eligible State.
(f) Customary and Enforceable Provisions. Each Series 2000-1
Lease (i) was originated by a Dealer in the ordinary course of its business and
in compliance with the Administrative Agent's normal credit and collection
policies and practices, (ii) contains customary and enforceable provisions and
(iii) is substantially in the form of Exhibit C.
(g) Total Monthly Payments. Each Series 2000-1 Lease provides
for Total Monthly Payments which include Constant Yield Payments that fully
amortize the Adjusted Capitalized Cost of such Series 2000-1 Lease to a final
payment equal to the Residual Value of the related Series 2000-1 Leased Vehicle
over the term of such Series 2000-1 Lease.
(h) Compliance with Law. At the time it was originated or
made, and (x) as of the date of this Supplement, in the case of an Initial
Series 2000-1 Lease or (y) as of the applicable Addition Date, in the case of an
Additional Series 2000-1 Lease, each Series 2000-1 Lease complied in all
material respects with all requirements of applicable federal, state, and local
laws and regulations thereunder.
7
(i) Binding Obligation. Each Series 2000-1 Lease represents
the genuine, legal, valid and binding payment obligation in writing of the
related Lessee, enforceable by the holder thereof in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors' rights generally and
general principles of equity.
(j) No Government Lessee. None of the Series 2000-1 Leases is
an obligation of the United States of America or any state or of any agency,
department, or instrumentality of the United States of America or any state.
(k) Leases in Force. As of the related Series 2000-1 Cut-Off
Date, no Series 2000-1 Lease had been satisfied, subordinated, rescinded,
cancelled or terminated.
(l) No Waiver. As of the related Series 2000-1 Cut-Off Date,
no provision (other than the assessment of a Security Deposit) of a Series
2000-1 Lease has been waived.
(m) No Defenses. As of the related Series 2000-1 Cut-Off Date,
no right of rescission, setoff, counterclaim, or defense has been asserted or
threatened with respect to any Series 2000-1 Lease.
(n) No Default. No default in payment by any Lessee of a
Series 2000-1 Lease and no continuing condition that with notice or lapse of
time or both would constitute a default, breach, violation, or event permitting
termination or cancellation under the terms of such Series 2000-1 Lease was in
effect as of the related Series 2000-1 Cut-Off Date.
(o) No Credit-Related Recourse to Dealer. No Series 2000-1
Lease provides for credit-related recourse to the related Dealer.
(p) Insurance. Each Lessee, to the best knowledge of the
Administrative Agent, has obtained or agreed to obtain physical damage insurance
and liability insurance covering the related Series 2000-1 Leased Vehicle as
required under the related Series 2000-1 Lease.
(q) Title. No Series ▇▇▇▇-▇ ▇▇▇▇▇ has been sold, transferred,
assigned, or pledged by any Dealer to any Person other than the applicable
Titling Company. The applicable Titling Company has good and marketable title to
each Series 2000-1 Lease and each Series 2000-1 Leased Vehicle, free and clear
of all
8
Liens, encumbrances, security interests, and rights of others, including
liens or claims for work, labor or material relating to such Series 2000-1
Leased Vehicle.
(r) Valid Assignment. No Series 2000-1 Lease was originated
in, or is subject to the laws of, any jurisdiction under which the sale,
transfer, and assignment of such Series 2000-1 Lease to the applicable Titling
Company or of the Specified Interest in such Series 2000-1 Lease pursuant to
transfers of Series 2000-1 Certificates is unlawful, void, or voidable. No
Series 2000-1 Leased Vehicle is subject to the laws of any jurisdiction under
which the sale, transfer, and assignment of such Series 2000-1 Leased Vehicle to
the applicable Titling Company or of a Specified Interest in such Series 2000-1
Leased Vehicle pursuant to transfers of the related Series 2000-1 Certificate is
unlawful, void, or voidable. No Dealer has entered into any agreement with any
Lessee that prohibits, restricts or conditions the assignment of any portion of
a Series 2000-1 Lease.
(s) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the applicable
Titling Company a first perfected ownership interest in each Series 2000-1 Lease
have been made.
(t) Chattel Paper. Each Series 2000-1 Lease constitutes
"chattel paper" as defined in the UCC.
(u) One Original. There is only one original of each Series
2000-1 Lease, which is held by the Administrative Agent on behalf of the
applicable Titling Company.
(v) No Excess Deferred Gross. No Series 2000-1 Lease is
subject to a holdback of Excess Deferred Gross.
(w) Origination. Each Series 2000-1 Lease has an origination
date on or after __________.
(x) Maturity of Leases. Each Series 2000-1 Lease has a
Scheduled Lease End Date of not greater than 36 months from the date on which it
was entered into.
(y) Minimum Retail Operating Lease Factor. Each Series 2000-1
Lease has a Retail Operating Lease Factor equal to or greater than [ ]% per
annum.
(z) Location of Lease Files. The Lease Files relating to each
Series
9
2000-1 Lease are maintained at the offices of the Administrative Agent.
(aa) No Delinquency. No Series 2000-1 Lease has a Total
Monthly Payment that was more than 30 days overdue as of the applicable Series
2000-1 Cut-Off Date.
(ab) No Extensions. No Term Extension and no Payment Extension
in excess of one month had been granted to the Lessee under any Series 2000-1
Lease prior to the applicable Series 2000-1 Cut-Off Date.
(ac) Advance Payment Plan. No Series 2000-1 Lease was
originated under the Advance Payment Plan.
(ad) Other Data. The information relating to the Series 2000-1
Leases and the Series 2000-1 Leased Vehicles contained in the Schedule of Series
2000-1 Assets attached hereto as Exhibit A (as supplemented on each Addition
Date pursuant to Section 1.1(d)) is true and correct in all material respects
and no selection procedures believed to be adverse to the Holders of the Series
2000-1 Certificates were utilized in selecting the Series 2000-1 Assets.
(ae) Administrative Agency Agreement. The representations and
warranties made by the Administrative Agent in the Administrative Agency
Agreement are true and correct.
(af) True Lease. Each Series 2000-1 Lease is a "true lease"
for federal income tax purposes.
(ag) Securitization Value. The Securitization Value of each
Additional Series 2000-1 Lease shall have been calculated using the rate equal
to the greater of (x) the Retail Operating Lease Factor specified in such
Additional Series 2000-1 Lease and (y) the Discount Rate.
(ah) Seasoning. No Additional Series 2000-1 Lease was
originated more than nine months prior to the related Addition Date.
Section 3.2 Representations and Warranties of Administrative
Agent Relating to Additional Series 2000-1 Assets. (a) Ford Credit, in its
capacity as Administrative Agent, makes the following representations and
warranties to the Titling Company Agent and to each Titling Company as to the
Additional Series 2000-1 Assets, on which each Titling Company relies in issuing
its Series 2000-1 Certificate and on which Ford Credit, in its capacity as
initial Holder of the Series 2000-1 Certificates, relies in making subsequent
transfers thereof. Such
10
representations and warranties speak as of the applicable Addition Date. The
representations and warranties of the Administrative Agent set forth in this
Section 3.2 shall survive the sale, transfer, and assignment of the Series
2000-1 Certificates by Ford Credit to RCL Trust 2000-1 and by RCL Trust 2000-1
to the Lease Trustee and any subsequent transferee.
(i) The sum of the Additional Series 2000-1 Leased
Vehicles (by unit) with respect to any Addition Date, which
are "Lincoln" models, shall not be more than [10]% of the sum
of all Additional Series 2000-1 Leased Vehicles (by unit) with
respect to such Addition Date;
(ii) The sum of the Additional Series 2000-1 Leased
Vehicles (by unit) with respect to any Addition Date, which
are "Lincoln" models plus the sum of the Additional Series
2000-1 Leased Vehicles (by unit) with respect to any Addition
Date, which are "Mercury" models, shall not be more than [25]%
of the sum of all Additional Series 2000-1 Leased Vehicles (by
unit) with respect to such Addition Date;
(iii) The sum of the Securitization Values of each
Additional Series 2000-1 Lease with respect to any Addition
Date, which had a Scheduled Lease End Date of 24 months from
the date of inception of such Lease, shall not exceed [50]% of
the sum of the Securitization Values of all Additional Series
2000-1 Leases with respect to such Addition Date;
(iv) The sum of the Securitization Values of the
Additional Series 2000-1 Leases and Additional Series 2000-1
Leased Vehicles with respect to any Addition Date, which were
originated in the State of Michigan, shall not exceed [25]% of
the aggregate Securitization Value of all Additional Series
2000-1 Leases and Additional Series 2000-1 Leased Vehicles
with respect to such Addition Date;
(v) The sum of the Securitization Values of the
Additional Series 2000-1 Leases and Additional Series 2000-1
Leased Vehicles with respect to any Addition Date, which were
originated in the State of California, shall not exceed [15]%
of the aggregate Securitization Value of all Additional Series
2000-1 Leases and Additional Series 2000-1 Leased Vehicles
with respect to such Addition Date;
11
(vi) The sum of the Securitization Values of the
Additional Series 2000-1 Leases and Additional Series 2000-1
Leased Vehicles with respect to any Addition Date, which were
originated in the same titling jurisdiction (other than
California and Michigan), shall not exceed [10]% of the
aggregate Securitization Value of all Additional Series 2000-1
Leases and Additional Series 2000-1 Leased Vehicles with
respect to such Addition Date; and
(vii) The sum of the Residual Values of the
Additional Series 2000-1 Leased Vehicles with respect to any
Addition Date as a percentage of the aggregate Securitization
Value of the Additional Series 2000-1 Leases and Additional
Series 2000-1 Leased Vehicles with respect to such Addition
Date, in each case calculated as of such
Addition Date, does not exceed [83]%.
(b) The Administrative Agent or the Titling Company Agent
shall inform the other party promptly, in writing, upon the discovery of any
breach of the representations and warranties made by the Administrative Agent in
Section 3.2(a). Upon the Administrative Agent having actual knowledge of any
breach of Section 3.2(a), the Administrative Agent shall cure such breach by
purchasing, on behalf of the Holders of the Non-Specified Interest of the
applicable Titling Company, the Titling Company Interest in Additional Series
2000-1 Leases and the related Additional Series 2000-1 Leased Vehicles such that
after giving effect to such purchase, the representation and warranty in respect
of which the breach had occurred would have been true as of the applicable
Addition Date. The selection of which Additional Series 2000-1 Leases and
Additional Series 2000-1 Leased Vehicles shall be purchased pursuant to this
Section 3.2(b) shall be in the sole discretion of the Administrative Agent. The
Administrative Agent shall effect any such purchase as of the last day of the
Collection Period immediately following the Collection Period in which the
Administrative Agent had actual knowledge of the breach by depositing the
related Series 2000-1 Administrative Purchase Amount into the Series 2000-1
Collection Account not later than one Business Day prior to the Payment Date
following the Collection Period in which the Administrative Agent had actual
knowledge of the breach. As of the date of such purchase, the Leases and Leased
Vehicles purchased shall cease to be Series 2000-1 Assets and shall become Non-
Specified Assets of the applicable Titling Company and from such date, the
Series 2000-1 Certificates shall no longer represent the Titling Company
Interest in such Leases and Leased Vehicles but shall instead represent the
Titling Company Interest in the related Administrative Purchase Amount. The sole
remedy of the Holders of the Series 2000-1 Certificates affected by a breach by
the Administrative Agent of Section 3.2(a) shall be to require the
Administrative Agent to purchase
12
Leases and Leased Vehicles in respect of which such breach occurred pursuant to
this Section 3.2(b). By depositing the Series 2000-1 Administrative Purchase
Amounts in connection with the purchase of the Titling Company Interest in any
Series 2000-1 Lease and Series 2000-1 Leased Vehicle pursuant to this Section
3.2(b), the Administrative Agent shall be deemed to have waived its right to
reimbursement from the Holders of the Series 2000-1 Certificates for any
outstanding Monthly Payment Advances or Sale Proceeds Advances from Collections
with respect to the Series 2000-1 Leases and Series 2000-1 Leased Vehicles so
purchased. On the Distribution Date following any Collection Period with respect
to which the Administrative Agent deposited any Series 2000-1 Administrative
Purchase Amounts pursuant to this Section 3.2(b), the Holder of the
Non-Specified Interest of the related Titling Company shall reimburse the
Administrative Agent for any outstanding Monthly Payment Advances and Sale
Proceeds Advances as of the date of such purchase.
ARTICLE IV
FEES AND EXPENSES
Section 4.1 Fees and Expenses. On each Payment Date, the
Administrative Agent shall be paid the Series 2000-1 Administrative Fee in
accordance with terms of the Indenture. In consideration for the payment of such
fee, the Administrative Agent shall pay on each Payment Date (i) the Series
2000-1 Titling Company Agent Fees to the Titling Company Agent, (ii) the Series
▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Fee to the FCTT Trustee, (iii) the Series 2000-1 FCMTT
Michigan Trustee Fee to the FCMTT Michigan Trustee, (iv) the Series 2000-1 FCMTT
Delaware Trustee Fee to the FCMTT Delaware Trustee, (v) the Series 2000-1 FCAL
Administrator Fee to the FCAL Administrator, (vi) the Series 2000-1 FCALM
Administrator Fee to the FCALM Administrator, (vii) the fees and expenses of the
Indenture Trustee as agreed upon in Section 6.7 of the Indenture, and (viii) the
fees and expenses of the Lease Trustee as agreed upon in Section 8.1 of the
Lease Trust Agreement.
ARTICLE V
COLLECTIONS
Series 2000-1 Collections shall be allocated to the Series
2000-1 Certificates and distributed as set forth in Article V and Article VII of
the Administrative Agency Agreement, as modified pursuant to this Article V.
Section 5.1 Establishment of Series 2000-1 Collection Account,
Series Payahead 2000-1 Account and Series 2000-1 Payment Account. (a) Subject
13
to Section 5.1(d) hereof, the Administrative Agent shall establish and maintain
an account in the name of the Indenture Trustee until the Outstanding Amount of
the Senior Notes has been reduced to zero, and thereafter in the name of the
Lease Trustee, at an Eligible Institution (which initially shall be The Chase
Manhattan Bank), to be designated as the Specified Assets Collection Account,
Series 2000-1 (the "Series 2000-1 Collection Account"). The Series 2000-1
Collection Account is the "Series Collection Account" for Series 2000-1. The
Series 2000-1 Collection Account shall be under the sole dominion and control of
the Indenture Trustee until the Outstanding Amount of the Senior Notes has been
reduced to zero, and thereafter under the sole dominion and control of the Lease
Trustee; provided that the Administrative Agent may make deposits to and
withdrawals from or request the Indenture Trustee to make withdrawals from the
Series 2000-1 Collection Account in accordance with each Titling Company
Agreement, Section 7.2(c) of the Administrative Agency Agreement and Sections
3.2(b), 5.2(a), 5.2(c), 5.2(d), 5.2(e), 5.4(a), 5.4(b), 5.5 and 7.1. All
deposits to and withdrawals from the Series 2000-1 Collection Account shall be
made only upon the terms and conditions of the Basic Documents.
Any amounts on deposit in the Series 2000-1 Collection Account
shall be invested by the Indenture Trustee until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, in
Permitted Investments which mature on the Business Day preceding the next
succeeding Payment Date. No such investment shall be sold prior to maturity. All
investment earnings on amounts deposited to the Series 2000-1 Collection
Account, including any proceeds thereof, shall be credited to the Series 2000-1
Collection Account, and losses, if any, and investment expenses resulting from
Permitted Investments in the Series 2000-1 Collection Account shall be charged
to the Series 2000-1 Collection Account. All such investment income shall be
reported for federal income tax purposes as earned by RCL Trust 2000-1 and shall
be reported by Ford Credit as sole beneficial owner of RCL Trust 2000-1. The
authority of the Administrative Agent to make deposits to and withdrawals from
the Series 2000-1 Collection Account is revocable at any time by the Indenture
Trustee until the Outstanding Amount of the Senior Notes has been reduced to
zero, and thereafter by the Lease Trustee. If the institution at which the
Series 2000-1 Collection Account is established ceases to be an Eligible
Institution, then the Series 2000-1 Collection Account shall be moved to an
Eligible Institution within 10 Business Days (or such longer period not to
exceed 30 calendar days as to which each Rating Agency may consent).
(b) Subject to Section 5.1(d) hereof, the Administrative Agent
shall establish and maintain an account in the name of the Indenture Trustee
until the
14
Outstanding Amount of the Senior Notes has been reduced to zero, and
thereafter in the name of the Lease Trustee, at an Eligible Institution (which
initially shall be The Chase Manhattan Bank), to be designated as the "Series
2000-1 Payahead Account." The Series 2000-1 Payahead Account is the "Series
Payahead Account" for Series 2000-1. The Series 2000-1 Payahead Account shall be
under the sole dominion and control of the Indenture Trustee until the
Outstanding Amount of the Senior Notes has been reduced to zero, and thereafter
under the sole dominion and control of the Lease Trustee; provided that the
Administrative Agent may make deposits to and withdrawals from or request the
Indenture Trustee to make withdrawals from the Series 2000-1 Payahead Account in
accordance with Section 7.1(a) of the Administrative Agency Agreement and
Section 5.2(b). All deposits to and withdrawals from the Series 2000-1 Payahead
Account shall be made only upon the terms and conditions of the Basic Documents.
Any amounts on deposit in the Series 2000-1 Payahead Account
shall be invested by the Indenture Trustee until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, in
Permitted Investments which mature on the Business Day preceding the next
succeeding Payment Date. No such investment shall be sold prior to maturity. All
investment earnings on amounts deposited to the Series 2000-1 Payahead Account,
including any proceeds thereof, shall be credited to the RCL Account, and
losses, if any, and investment expenses resulting from Permitted Investments in
the Series 2000-1 Payahead Account shall be charged to the RCL Account. All such
investment income shall be reported for federal income tax purposes as earned by
RCL Trust 2000-1 and shall be reported by Ford Credit as sole beneficial owner
of RCL Trust 2000-1. The authority of the Administrative Agent to make deposits
to and withdrawals from the Series 2000-1 Payahead Account is revocable at any
time by the Indenture Trustee until the Outstanding Amount of the Senior Notes
has been reduced to zero, and thereafter by the Lease Trustee. If the
institution at which the Series 2000-1 Payahead Account is established ceases to
be an Eligible Institution, then the Series 2000-1 Payahead Account shall be
moved to an Eligible Institution within 10 Business Days (or such longer period
not to exceed 30 calendar days as to which each Rating Agency may consent).
(c) Subject to Section 5.1(d) hereof, the Administrative Agent
shall establish and maintain an account in the name of the Indenture Trustee
until the Outstanding Amount of the Senior Notes has been reduced to zero, and
thereafter in the name of the Lease Trustee, at an Eligible Institution (which
initially shall be The Chase Manhattan Bank) to be designated as the "Series
2000-1 Payment Account." The Series 2000-1 Payment Account shall be under the
sole dominion and control of
15
the Indenture Trustee, until the Outstanding Amount of the Senior Notes has been
reduced to zero, and thereafter under the sole dominion and control of the Lease
Trustee; provided that the Administrative Agent may make deposits to or request
the Indenture Trustee to make deposits to or withdrawals from the Series 2000-1
Payment Account in accordance with Section 5.2(e). All deposits to and
withdrawals from the Series 2000-1 Payment Account shall be made only upon the
terms and conditions of the Basic Documents.
Any amounts on deposit in the Series 2000-1 Payment Account
shall be invested by the Indenture Trustee until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, in
Permitted Investments which mature on the Business Day preceding the next
succeeding Payment Date. No such investment shall be sold prior to maturity. All
investment earnings on amounts deposited to the Series 2000-1 Payment Account,
including any proceeds thereof, shall be credited to the Administrative Agent,
and losses, if any, and investment expenses resulting from Permitted Investments
in the Series 2000-1 Payment Account shall be charged to the Administrative
Agent. All such investment income shall be reported for federal income tax
purposes as earned by the Administrative Agent. The authority of the
Administrative Agent to make deposits to or request withdrawals from the Series
2000-1 Payment Account is revocable at any time by the Indenture Trustee until
the Outstanding Amount of Senior Notes has been reduced to zero, and thereafter
by the Lease Trustee. If the institution at which the Series 2000-1 Payment
Account is established ceases to be an Eligible Institution, then the Series
2000-1 Payment Account shall be moved to an institution at which the Series
2000-1 Payment Account shall be an Eligible Institution within 10 Business Days
(or such longer period not to exceed 30 calendar days as to which each Rating
Agency may consent).
(d) Notwithstanding anything else contained herein, the Series
2000-1 Collection Account, the Series 2000-1 Payahead Account and the Series
2000-1 Payment Account shall only be established at an Eligible Institution that
agrees in writing that (i) all securities, instruments, cash or other property
delivered to it hereunder and all investments of funds held in the Series 2000-1
Collection Account, Series 2000-1 Payahead Account or Series 2000-1 Payment
Account will be promptly credited to the Series 2000-1 Collection Account,
Series 2000-1 Payahead Account or Series 2000-1 Payment Account, (ii) all
securities, instruments, cash or other property credited to the Series 2000-1
Collection Account, Series 2000-1 Payahead Account or Series 2000-1 Payment
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the Uniform Commercial Code of the State of New York (the "UCC"),
(iii) (x) at all times prior to being notified in writing by the Indenture
Trustee that the Outstanding Amount of the Senior Notes has been reduced to
zero, it will comply with "entitlement orders" (as defined in
16
Section 8-102(a)(8) of the UCC) originated by the Indenture Trustee without
further consent of RCL Trust 2000-1 or any other person and (y) after being
notified in writing by the Indenture Trustee that the Outstanding Amount of the
Senior Notes has been reduced to zero, it will comply with "entitlement orders"
(as defined in Section 8-102(a)(8) of the UCC) originated by the Lease Trustee
without further consent of RCL Trust 2000-1 or any other person and (iv) each of
the Series 2000-1 Collection Account, Series 2000-1 Payahead Account and Series
2000-1 Payment Account shall be governed by the law of the State of New York as
the same may be amended from time to time.
Section 5.2 Application and Distribution of Funds. (a) On each
Business Day, the Administrative Agent shall deposit Series 2000-1 Collections
in the Series 2000-1 Collection Account pursuant to Section 7.2(c) of the
Administrative Agency Agreement; provided, however, for so long as each Monthly
Remittance Condition is satisfied, the Administrative Agent may make such
deposits with respect to each Collection Period on the Business Day preceding
the related Payment Date.
(b) On each Business Day, the Administrative Agent shall
deposit Payaheads with respect to Series 2000-1 Assets in the Series 2000-1
Payahead Account pursuant to Section 7.1(a) of the Administrative Agency
Agreement; provided, however, that for so long as each Monthly Remittance
Condition is satisfied, the Administrative Agent shall not be required to
deposit Payaheads in the Series 2000-1 Payahead Account or to segregate or
otherwise hold separate any Payaheads remitted by Lessees, but shall be required
on the Business Day preceding each Payment Date to deposit Payaheads with
respect to any Series 2000-1 Lease for which the related Lessee has failed to
remit all or a portion of the Monthly Payment due during the preceding
Collection Period in the Series 2000-1 Collection Account as a Series 2000-1
Collection in an amount equal to the lesser of (x) the Payahead Balance
outstanding on such Distribution Date with respect to such Series 2000-1 Lease
and (y) the portion of such Monthly Payment not received. On the Business Day
preceding each Payment Date, the Administrative Agent shall withdraw all
investment earnings on amounts deposited in the Series 2000-1 Payahead Account
during the related Collection Period and any proceeds thereof and deposit such
amounts in the RCL Account and shall charge to the RCL Account all losses, if
any, and investment expenses resulting from Permitted Investments in the Series
2000-1 Payahead Account during the related Collection Period.
(c) In accordance with Section 5.4(a) and (b), on the Business
Day preceding each Payment Date, the Administrative Agent shall deposit to, or
withdraw from, the Series 2000-1 Collection Account an amount equal to the sum
of the
17
Aggregate Sale Proceeds Advances plus the Aggregate Net Monthly Payment Advances
for the preceding Collection Period.
(d) Pursuant to Section 2.9(b) of the Indenture and Section
3.6(a) of the Program Operating Lease, the Lease Trustee and the Indenture
Trustee have agreed that any Additional Fees required to be paid to the
Indenture Trustee and any Additional Fee Released Amounts required to be
released to the Lease Trustee may be paid and released on a net basis; provided
that each of the Indenture Trustee and the Lease Trustee have agreed to account
for all payments and releases of Additional Fees and Additional Fee Released
Amounts as if such amounts were paid and released separately. Accordingly,
unless otherwise instructed in writing by the Indenture Trustee or the Lease
Trustee, the Administrative Agent shall make all deposits of Series 2000-1
Collections to the Series 2000-1 Collection Account and all deposits of
Payaheads to the Series 2000-1 Payahead Account net of Additional Fees.
(e) On the Business Day preceding each Payment Date, after
making the deposits and withdrawals set forth in Sections 5.2(a), (b), and (c),
the Administrative Agent shall withdraw from the Series 2000-1 Collection
Account an amount equal to (i) the Cash Collateral Deposit Amount and deposit
such amount into the Cash Collateral Account and (ii) the Available Sale
Proceeds and deposit such amount into the Series 2000-1 Payment Account. On the
Business Day preceding each Payment Date, the Administrative Agent shall charge
to the Series 2000-1 Collection Account all losses, if any, and investment
expenses resulting from Permitted Investments in the Series 2000-1 Collection
Account during the preceding Collection Period. On the Business Day preceding
each Payment Date, the Administrative Agent shall withdraw all investment
earnings on amounts deposited in the Lease Trust Distribution Account during the
related Collection Period and any proceeds thereof and deposit such amounts in
the Cash Collateral Account and shall charge to the Cash Collateral Account all
losses, if any, and investment expenses resulting from Permitted Investments in
the Lease Trust Distribution Account during the related Collection Period.
(f) On or before the second Business Day preceding each
Payment Date, the Administrative Agent shall prepare and deliver to the
Indenture Trustee, and to the Lease Trustee after the Senior Notes are paid in
full, the Cash Collateral Account Certificate and the Disbursement and Payment
Instructions described in Section 8.3 of the Indenture and Section 5.2 of the
Lease Trust Agreement.
Section 5.3 RCL Trust 2000-1 Purchase Option. To the extent
that the proceeds received by the Administrative Agent from the sale of any
Series 2000-1 Leased Vehicle after the expiration of the related Series 2000-1
Lease on its Scheduled Lease End Date or pursuant to an Early Termination
exceeds the Residual
18
Value for such Series 2000-1 Leased Vehicle, RCL Trust 2000-1 will be assumed to
have exercised its option, granted in the Program Operating Lease, to purchase
the beneficial interest in such Series 2000-1 Leased Vehicle at the Transferor
Purchase Option Price, and to have caused the Administrative Agent to have
subsequently sold the Specified Interest in such Series 2000-1 Leased Vehicle on
behalf of RCL Trust 2000-1 for an amount equal to the proceeds from such sale.
Such assumption with respect to the Specified Interest in any Series 2000-1
Leased Vehicle shall be rebutted upon receipt of written direction from RCL
Trust 2000-1 that it has not exercised its option to purchase the Specified
Interest in such Series 2000-1 Leased Vehicle. On each Business Day, the
Administrative Agent shall deposit any Transferor Purchase Option Net Proceeds
with respect to the Series 2000-1 Leased Vehicles into (i) the Cash Collateral
Account, until the aggregate cumulative amount of Transferor Purchase Option Net
Proceeds deposited in the Cash Collateral Account equals $[ ] and (ii)
thereafter, into the RCL Account and any Transferor Purchase Option Net Proceeds
so deposited in the RCL Account shall be property of RCL Trust 2000-1; provided,
however, for so long as each Monthly Remittance Condition is satisfied, the
Administrative Agent may make such deposits with respect to each Collection
Period on the Business Day preceding the related Payment Date.
Section 5.4 Sale Proceeds Advances and Monthly Payment
Advances. (a) On the Business Day preceding each Payment Date, the
Administrative Agent shall make a Sale Proceeds Advance with respect to each
Series 2000-1 Leased Vehicle with respect to which the related Series 2000-1
Lease terminated during the Collection Period preceding such Payment Date. The
Sale Proceeds Advance with respect to any Series 2000-1 Leased Vehicle shall be
an amount equal to the Securitization Value of the Series 2000-1 Lease and
Series 2000- 1 Leased Vehicle as of the last day of the Collection Period during
which the Series 2000-1 Lease terminated.
(b) On the Business Day preceding each Payment Date, the
Administrative Agent shall make a Monthly Payment Advance with respect to each
overdue Monthly Payment, determined as of the end of the related Collection
Period, for all Series 2000-1 Leases (other than Liquidated Leases) in
accordance with Section 7.3 of the Administrative Agency Agreement; provided
that the amount of any Monthly Payment Advance shall be net of any Additional
Fees.
(c) The Administrative Agent shall be reimbursed for any
outstanding Monthly Payment Advances with respect to a Series 2000-1 Lease as
follows:
19
first, by retaining any subsequent Series 2000-1 Collections
with respect to the Series 2000-1 Lease (exclusive of Sale
Proceeds and any portion of Voluntary Early Termination
Proceeds not constituting overdue Total Monthly Payments) or
by withdrawing such amounts from the Series 2001-Collection
Account to the extent such amounts have been deposited
therein; and
second, from Available Funds in accordance with Sections
8.4(b)(i) and 8.4(c)(i) of the Indenture and Section 5.3(g)(i)
of the Lease Trust Agreement or, if applicable, pursuant to
clause Second of Section 5.6(b) of the Indenture, on the
Payment Date relating to the Collection Period during which
the Administrative Agent determines that it will not be
reimbursed from Collections with respect to such Series
2000-1 Lease or the related Series 2000-1 Leased Vehicle.
(d) The Administrative Agent shall be reimbursed for any
outstanding Sale Proceeds Advances with respect to a Series 2000-1 Leased
Vehicle as follows:
first, by retaining any Sale Proceeds with respect to the
Series 2000-1 Leased Vehicle; and
second, from Available Funds in accordance with Sections
8.4(b)(ii) and 8.4(c)(ii) of the Indenture and Section
5.3(g)(ii) of the Lease Trust Agreement, or, if applicable,
pursuant to clause Second of Section 5.6(b) of the Indenture,
on the Payment Date following the Collection Period during
which the related Series 2000-1 Leased Vehicle was sold or
otherwise disposed of.
Section 5.5 Administrative Purchases. The Administrative
Agent, on behalf of the Holder of the Non-Specified Interest of the applicable
Titling Company, shall deposit in the Series 2000-1 Collection Account the
Series 2000-1 Administrative Purchase Amount for each Series 2000-1 Leased
Vehicle or Series 2000-1 Lease which has been the subject of a breach of any of
the covenants set forth in Sections 4.2, 4.5 or 4.6 of the Administrative Agency
Agreement, on the Payment Date immediately following the Collection Period in
which such breach is discovered.
Section 5.6 Additional Series 2000-1 Assets. (a) The first day
of each Collection Period during the Revolving Period shall be an Addition Date
with respect to the Series 2000-1 Assets. As of each Addition Date, the
Administrative
20
Agent shall designate Non-Specified Assets having an aggregate Securitization
Value equal to the Monthly Reinvestment Amount with respect to the Collection
Period preceding such Addition Date. The Additional Series 2000-1 Cut-Off Date
with respect to any Additional Series 2000-1 Assets shall be the related
Addition Date. As of any Addition Date, the related Additional Series 2000-1
Assets shall cease to be Non-Specified Assets and shall be Specified Assets. On
the Payment Date following each Addition Date (which will be the first day of
the Collection Period in which such Payment Date occurs), the Indenture Trustee,
pursuant to Section 8.4(b)(vii) of the Indenture, will pay to the Administrative
Agent an amount equal to the Monthly Reinvestment Amount with respect to the
preceding Collection Period. On such Payment Date, the Administrative Agent,
acting on behalf of the Holders of each Series 2000-1 Certificate, shall apply
such amounts to pay to the Holder of the related Non-Specified Interest an
amount equal to the aggregate Securitization Value of the Additional Series
2000-1 Assets reallocated from such Non-Specified Interest to the Specified
Interest represented by the Series 2000-1 Certificate of such Titling Company as
of the preceding Addition Date.
(b) Subject to Sections 3.1 and 3.2, the Administrative Agent
shall determine, in its sole discretion, from which Titling Company or Titling
Companies the Non-Specified Assets will be selected to become Additional Series
2000-1 Assets. The Administrative Agent shall not be obligated to apply any
portion of the Monthly Reinvestment Amount with respect to any Collection Period
to purchase the Titling Company Interests in the Non-Specified Assets of any
particular Titling Company, but shall be obligated, to the extent Non-Specified
Assets of the Titling Companies which meet the criteria of Sections 3.1 and 3.2
are available, to apply the Monthly Reinvestment Amount to the purchase of
Non-Specified Assets from the Titling Companies, selected among the Titling
Companies in its discretion.
(c) The difference between the Bond Balance on each Addition
Date and the Pool Balance on such date (after giving effect to the designation
of Additional Series 2000-1 Assets as of such date) will be an amount equal to
the Excess Cash Amount for such date. The Administrative Agent hereby covenants
and agrees that it will select Leases and Leased Vehicles for designation as
Additional Series 2000-1 Leased Vehicles in such a manner as to minimize the
Excess Cash Amount with respect to each Addition Date. In furtherance of the
foregoing, from time to time, the Administrative Agent shall advise each Holder
of a Non-Specified Interest as to the availability of the Non-Specified Assets
of the related Titling Company which, the Administrative Agent anticipates, will
satisfy the requirements of Sections 3.1 and 3.2 and the requirement that the
Excess Cash Amount with respect to any Addition Date be minimized. Each Holder
of a Non-Specified Interest hereby agrees that, to the extent consistent with
its normal business practices, it shall cause the related Titling Company to
maintain Non-Specified Assets in the numbers and
21
having the characteristics specified by the Administrative Agent to such Holder.
ARTICLE VI
REPORTS TO CERTIFICATEHOLDERS
Section 6.1 Statements to Certificateholders. (a) Pursuant to
Section 7.4(b) of the Administrative Agency Agreement, on each Payment Date, the
Administrative Agent shall provide to the Holders of the Series 2000-1
Certificates, the following information in connection with each Payment Date and
the related Collection Period:
(i) the Aggregate Series 2000-1 Securitization Net
Credit Losses for such Collection Period and as a percentage
of the Pool Balance as of the first day of such Collection
Period;
(ii) the Aggregate Series 2000-1 Residual Losses for
the Series 2000-1 Leased Vehicles sold or otherwise disposed
of during such Collection Period and as a percentage of the
Pool Balance as of the first day of such Collection Period;
(iii) the Aggregate Net Monthly Payment Advances for
such Collection Period;
(iv) if the Payment Date immediately follows a
Collection Period during the Revolving Period, the Excess Cash
Amount as of the first day of such Collection Period and the
percentage equivalent of a fraction, (x) the numerator of
which is the Excess Cash Amount as of the first day of such
Collection Period and (y) the denominator of which is the Bond
Balance;
(v) the percentage equivalent of a fraction, the
numerator of which is the aggregate Securitization Value as of
the last day of such Collection Period of the Series 2000-1
Leases and Series 2000-1 Leased Vehicles for which the related
Monthly Payment is at least 61 days past due as of the last
day of such Collection Period and the denominator of which is
the Pool Balance as of the first day of such Collection
Period;
(vi) the aggregate Monthly Payments received by the
22
Administrative Agent with respect to the Series 2000-1 Leases
during such Collection Period;
(vii) the aggregate Securitization Value of the
Series 2000-1 Leases and Series 2000-1 Leased Vehicles and the
portion thereof constituting the aggregate Residual Values of
the Series 2000-1 Leases and Series 2000-1 Leased Vehicles, in
each case as of the beginning and end of such Collection
Period and the difference between such amounts (separately
stated);
(viii) the aggregate Sale Proceeds Advances made by
the Administrative Agent with respect to the Series 2000-1
Leased Vehicles during such Collection Period;
(ix) the amount of the Series 2000-1 Administrative
Fee for such Collection Period;
(x) the aggregate Series 2000-1 Administrative
Purchase Amounts paid pursuant to Sections 4.5(b) and 4.7 of
the Administrative Agency Agreement and Section 5.5 hereof,
with respect to the Series 2000-1 Leased Vehicles during such
Collection Period;
(xi) the aggregate Payahead Balance as of the
beginning and end of the related Collection Period with
respect to the Series 2000-1 Leases and the difference between
such amounts (separately stated);
(xii) the outstanding Sale Proceeds Advances with
respect to the Series 2000-1 Leased Vehicles as of the
beginning and end of the related Collection Period;
(xiii) the outstanding Monthly Payment Advances as of
the beginning and end of the related Collection Period;
(xiv) for the preceding three consecutive Collection
Periods, the average of a fraction calculated for each such
Collection Period, the numerator of which is the Aggregate
Series 2000-1 Securitization Net Credit Losses for such
Collection Period and the denominator of which is the Pool
Balance as of the first day of such Collection Period;
(xv) for the preceding three consecutive Collection
Periods, the average of a fraction calculated for each such
Collection Period,
23
the numerator of which is the aggregate Securitization Value
as of the last day of such Collection Period of the Series
2000-1 Leases and Series 2000-1 Leased Vehicles for which the
related Monthly Payment is at least 61 days past due as of the
last day of such Collection Period and the denominator of
which is the Pool Balance as of the first day of such
Collection Period; and
(xvi) for the preceding three consecutive Collection
Periods, the average of a fraction calculated for each such
Collection Period, the numerator of which is the Aggregate
Series 2000-1 Residual Losses for the Series 2000-1 Leased
Vehicles sold or otherwise disposed of during such Collection
Period following the Normal Termination or the Early Normal
Termination of the related Series 2000-1 Lease, and the
denominator of which is the aggregate Residual Values of such
Series 2000-1 Leased Vehicles.
(b) The Administrative Agent shall, within 30 days of receipt
by the Administrative Agent of a written request from any Holder of a
Certificate, deliver to such Holder a report setting forth the following
information with respect to the related Specified Assets for the Collection
Period immediately preceding the first day of the Collection Period in which
such notice was received by the Administrative Agent (the "Reporting Period"):
(i) the aggregate Auction Proceeds, Sale Proceeds,
Voluntary Early Termination Proceeds, Liquidation Proceeds and
Recoveries with respect to the related Specified Leased
Vehicles received during the Reporting Period;
(ii) the Aggregate Series 2000-1 Securitization Net
Credit Losses with respect to the related Specified Interest
as of the first day of the Reporting Period and as a
percentage of the Specified Asset Amount of the related
Specified Interest as of the first day of the Reporting
Period;
(iii) the Aggregate Series 2000-1 Residual Losses
with respect to the related Specified Interest as of the first
day of the Reporting Period and as a percentage of the
Specified Asset Amount of the related Specified Interest as of
the first day of the Reporting Period;
24
(iv) the Aggregate Net Monthly Payment Advances with
respect to the related Specified Leases as of the beginning
and end of the Reporting Period;
(v) the aggregate Securitization Values as of the
last day of the Reporting Period of the related Series 2000-1
Leases and Series 2000-1 Leased Vehicles for which the related
Monthly Payment is at least 61 days past due as of the last
day of the Reporting Period;
(vi) the Series 2000-1 Collections with respect to
the related Specified Assets received by the Administrative
Agent during the Reporting Period (separately stating each
component of the definition thereof and the sum of such
amounts);
(vii) the aggregate Securitization Value of the
related Series 2000-1 Leased Vehicles as of the beginning and
end of the Reporting Period;
(viii) the aggregate Sale Proceeds Advances with
respect to the related Series 2000-1 Leased Vehicles for the
Reporting Period;
(ix) the amount of the Series 2000-1 Administrative
Fee and the Series 2000-1 Titling Company Agent Fee with
respect to such Specified Interest for the Reporting Period;
(x) [the Series 2000-1 Securitization Net Credit Loss
with respect to the related Specified Interest as of the first
day of the Reporting Period;]
(xi) the aggregate Series 2000-1 Administrative
Purchase Amounts deposited to the Series 2000-1 Collection
Account with respect to the related Series 2000-1 Assets
during the Reporting Period;
(xii) the aggregate Payahead Balance with respect to
the related Specified Leases as of the beginning and end of
the Reporting Period and the difference between such amounts
(separately stated);
(xiii) the outstanding Sale Proceeds Advances with
respect to the related Series 2000-1 Leased Vehicles as of the
beginning and end of the Reporting Period; and
25
(xiv) the outstanding Monthly Payment Advances and
the outstanding amount of Monthly Payments which were due but
not collected on the related Series 2000-1 Leases, as of the
beginning and end of the Reporting Period.
(c) The Administrative Agent shall deliver to each Holder of a
Series 2000-1 Certificate on or before April 30th of each year commencing April
2001, for the preceding calendar year, a report setting forth the following
information with respect to (x) all of the Specified Interests included in Group
2000-1 and (y) the Specified Interest related to such Holder's Series 2000-1
Certificate:
(i) the aggregate Auction Proceeds, Sale Proceeds,
Early Normal Termination Proceeds, Voluntary Early Termination
Proceeds, Liquidation Proceeds and Recoveries received during
such calendar year;
(ii) the aggregate Securitization Values of the
Series 2000-1 Leases as of the beginning and end of such
calendar year;
(iii) the Aggregate Series 2000-1 Securitization Net
Credit Losses for such calendar year;
(iv) the Aggregate Series 2000-1 Residual Losses for
the Series 2000-1 Leased Vehicles sold or otherwise disposed
of during such calendar year; and
(v) the aggregate Series 2000-1 Collections received
during such calendar year (separately stating each item
included in the definition thereof).
ARTICLE VII
OPTIONAL PURCHASE
Section 7.1 Optional Purchase of Series 2000-1 Certificates.
On any Payment Date following the last day of a Collection Period as of which
the aggregate Securitization Value of the Series 2000-1 Assets, as a percentage
of the aggregate Securitization Value of the Series 2000-1 Assets as of the
Initial Series 2000-1 CutOff Date, is less than or equal to 10%, the
Administrative Agent shall have the option to purchase the Series 2000-1
Certificates; provided, however, that the
26
Administrative Agent may not effect any such purchase (i) so long as the rating
on the Administrative Agent's long-term debt obligations is less than Baa3 by
▇▇▇▇▇'▇ Investors Service, Inc., unless each Titling Company shall have received
an Opinion of Counsel to the effect that such purchase would not constitute a
fraudulent conveyance and (ii) unless the aggregate Securitization Value of the
Series 2000-1 Assets is equal to or greater than the Bond Balance plus accrued
interest and interest on any overdue interest in each case to the Payment Date
of redemption or prepayment, as applicable. To exercise such option, the
Administrative Agent shall give each Titling Company and the Holders of the
Series 2000-1 Certificates (which for such purposes shall be the Lease Trustee,
and prior to the Payment Date on which the Outstanding Amount of the Senior
Notes has been reduced to zero, the Indenture Trustee) at least forty-five
days' prior written notice of the Payment Date on which the Administrative Agent
intends to exercise such option, and shall, on the Business Day preceding such
Payment Date, deposit to the Series 2000-1 Collection Account an amount in
immediately available funds equal to the aggregate Securitization Value of the
Series 2000-1 Assets as of the last day of the Related Collection Period plus
accrued interest and interest on any overdue interest on the Senior Notes, the
Subordinated Notes and the Lease Trust Certificates to such Payment Date.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Provision of Information. The Administrative Agent
shall provide such information, reports, certificates and instructions as is
required pursuant to the Basic Documents requested from time to time by the
Holders of the Series 2000-1 Certificates for the purpose of making
distributions with respect to such Series 2000-1 Certificates or with respect to
payment on any Securities based on such Series 2000-1 Certificates.
Section 8.2 Ratification of Administrative Agency Agreement.
As supplemented by this Supplement, the Administrative Agency Agreement is in
all respects ratified and confirmed and the Administrative Agency Agreement as
so supplemented by this Supplement shall be read, taken and construed as one and
the same instrument.
Section 8.3 Actions on Behalf of the Lease Trust. So long as
the lien of the Indenture is outstanding, the Administrative Agent shall forward
to the Indenture Trustee all notices, documents or reports to be delivered to or
by the Lease Trustee on behalf of the Lease Trust.
Section 8.4 Insurance Policies. So long as any Series 2000-1
27
Certificates are outstanding, the Administrative Agent will maintain insurance
(including self-insurance provided by Ford Credit or any of its Affiliates) with
respect to third party claims which may be raised with respect to the Series
2000-1 Leased Vehicles, each Titling Company and each Titling Company Agent, in
such amounts as it deems reasonable and prudent. The Administrative Agent
covenants and agrees to pay when due any and all premiums for such insurance.
The Administrative Agent covenants and agrees that it shall not amend, terminate
or cause the termination of any of its contingent and excess liability Insurance
Policies unless (A) after giving effect to such amendment or termination, there
remains coverage in an aggregate amount of $25 million per claim (up to $5
million of which may be self-insurance provided by Ford Credit or any of its
Affiliates) against third-party claims that may be raised with respect to any
Series 2000-1 Leased Vehicle or against any Titling Company or Titling Company
Agent, such coverage being subject to an annual aggregate cap for all claims in
an amount of at least $50 million (which coverage may be a blanket insurance
policy or policies covering the Administrative Agent and one or more of its
Affiliates) or (B) each Rating Agency has delivered a letter to the Indenture
Trustee (for so long as the Outstanding Amount of the Senior Notes is greater
than zero) or to the Lease Trustee (after the Outstanding Amount of the Senior
Notes has been reduced to zero) to the effect that the amendment or termination
of any such Insurance Policy, in and of itself, will not cause the rating of any
of the Senior Notes or Lease Trust Certificates to be reduced or withdrawn. The
obligations of the Administrative Agent pursuant to this Section 8.4 shall
survive any termination of the Administrative Agent's obligations with respect
to the Series 2000- 1 Leases and Series 2000-1 Leased Vehicles under this
Supplement or the Administrative Agency Agreement.
Section 8.5 Third-Party Beneficiary. Each of the Lease Trust,
the Lease Trustee, RCL Trust 2000-1, the RCL Trustee and the Indenture Trustee
shall be a third-party beneficiary of this Supplement and shall be entitled to
rely on the obligations of the Administrative Agent set forth herein as if each
of them was a party hereto.
Section 8.6 Holders of the Series 2000-1 Certificates. (a)
Unless otherwise specified in this Section 8.6 or in the applicable Basic
Document, the Lease Trust and RCL Trust 2000-1 shall each be the "Holder" of the
Series 2000-1 Certificates. For so long as the Senior Notes, the Subordinated
Notes and Lease Trust Certificates are outstanding, all amounts paid to
"Holders" of the Series 2000-1 Certificates pursuant to the Titling Company
Agreements shall be deposited in the Series 2000-1 Collection Account.
28
(b) The Holder of the Series 2000-1 Certificates shall be the
Lease Trust for the purposes of (i) with respect to the FCTT Agreement and the
FCMTT Agreement, Section 4.6, Section 4.7(c), the second sentence of the second
paragraph of Section 8.1(a), Section 8.1(b) and Section 9.1, (ii) with respect
to the FCAL Agreement and the FCALM Agreement, Section 5.6, Section 5.7(c), the
third sentence of Section 9.1(a), Section 9.1(b) and Section 10.1 and (iii) with
respect to the Administrative Agency Agreement, Sections 4.4(g) (if the
Administrative Agent has been terminated under Section 8.1(b)), 4.7, Section
8.1(b), 8.3(a) (if the Administrative Agent has been terminated under Section
8.1(b)), 8.6 and 10.2; provided that with respect to (i) Section 4.4(b), the
second sentence of the second paragraph of Section 8.1(a), Section 8.1(b) and
the second sentence of Section 11.1 of the FCTT Agreement and the FCMTT
Agreement, (ii) Section 5.4(b), the third sentence of Section 9.1(a), Section
9.1(b) and the second sentence of Section 12.1 of the FCAL Agreement and the
FCALM Agreement, and (iii) Section 10.2 of the Administrative Agency Agreement,
the Indenture Trustee shall, until the Outstanding Amount of the Senior Notes
has been reduced to zero, have a lien on the Certificates of Title of all Series
2000-1 Leased Vehicles distributed pursuant to such Sections, and the
Certificate of Title of each such Series 2000-1 Leased Vehicle shall reflect
such lien.
(c) The Holder of the Series 2000-1 Certificates shall be the
Indenture Trustee, the Lease Trust and RCL Trust 2000-1 for the purposes of (i)
Section 7.11(a) of the FCTT Agreement and the FCMTT Agreement and (ii) Section
2.4(c), Section 2.6, Section 4.1, Section 4.4(f), Section 4.12, Section
8.1(a)(i), Section 8.1(a)(ii), Section 8.1(b), Section 8.2, Section 9.1 and
Section 9.4 of the Administrative Agency Agreement.
(d) The Holder of the Series 2000-1 Certificates shall be the
Lease Trust and the Indenture Trustee for the purposes of (i) Section 4.1(a),
Section 4.1(c) and Section 11.8 of the FCTT Agreement and the FCMTT Agreement,
(ii) Section 5.1(a), Section 5.1(c) and Section 12.8 of the FCAL Agreement and
the FCALM Agreement and (iii) Section 6.1(c), Section 6.2, Section 8.1(a)(iii)
and Section 10.9 of the Administrative Agency Agreement.
(e) For as long as the Senior Notes, Subordinated Notes and
Lease Trust Certificates are outstanding, each Holder of a Series 2000-1
Certificate shall exercise its respective rights as Holder only in accordance
with the provisions of the Basic Documents.
(f) To the extent that a "Holder" is deemed to refer to more
than a single Person pursuant to this Section 8.6 or any other provision of any
Basic Document, actions or directions to be taken by such Holder shall be taken
only by written directions delivered by both such Persons.
Section 8.7 Counterparts. This Supplement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.
Section 8.8 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
SECTION 8.9 GOVERNING LAW. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
29
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed by their respective officers hereunto duly
authorized, as of the Effective Date with respect to each party set forth below.
EFFECTIVE DATE U.S. BANK NATIONAL ASSOCIATION,
as Titling Company Agent
[ ], 2000
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
EFFECTIVE DATE FORD MOTOR CREDIT COMPANY,
as Administrative Agent
[ ], 2000
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
EFFECTIVE DATE FORD CREDIT TITLING TRUST, by U.S. Bank
National Association, not in its individual capacity
but solely as trustee
[ ], 2000
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
EFFECTIVE DATE FORD CREDIT MICHIGAN TITLING TRUST, by
U.S. Bank National Association, not in its individual
capacity but solely as trustee
[ ], 2000
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
EFFECTIVE DATE FCALM, LLC, by U.S. Bank National Association,
not in its individual capacity but solely as
administrator
January 1, 1999
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
EFFECTIVE DATE FCAL, LLC, by U.S. Bank National Association,
not in its individual capacity but solely as
administrator
November 23, 1999
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
30
EXHIBIT A
SCHEDULE OF SERIES 2000-1 ASSETS
(Same as Exhibit A to the Asset Contribution Agreement)
31
EXHIBIT B
[FORM OF SERIES 2000-1 CERTIFICATE]
[FORD CREDIT TITLING TRUST]
[FORD CREDIT MICHIGAN TITLING TRUST]
[FCAL, LLC]
[FCALM, LLC]
SERIES 2000-1 CERTIFICATE
No. 1
evidencing the entire [beneficial interest] [limited liability company interest]
in the Series 2000-1 Assets (as defined below).
(This Series 2000-1 Certificate does not represent an interest in or obligation
of Ford Motor Credit Company or U.S. Bank National Association or any of their
respective affiliates, except to the extent described below.)
[TEXT OF SERIES 2000-1 CERTIFICATE ISSUED BY FCAL OR BY FCALM: (This Series
2000-1 Certificate evidences an interest in [FCAL, LLC] [FCALM, LLC] and shall
be a security for purpose of Article 8 of the Uniform Commercial Code.)]
THIS CERTIFIES THAT FORD CREDIT AUTO LEASE TRUST 2000-1 is
the registered owner of a nonassessable, fully-paid, 100% [beneficial interest]
[limited liability company interest] in the Series 2000-1 Assets deposited in
[Ford Credit Titling Trust ("FCTT")] [Ford Credit Michigan Titling Trust
("FCMTT")] [FCAL, LLC ("FCAL")] [FCALM, LLC ("FCALM")].
[TEXT OF SERIES 2000-1 CERTIFICATE ISSUED BY FCTT: FCTT has
been established pursuant to an Amended and Restated Trust Agreement, dated as
of November 23, 1999 (as amended and supplemented from time to time, the "FCTT
Agreement"), by and between Ford Motor Credit Company ("Ford Credit") as grantor
and U.S. Bank National Association, as trustee (in such capacity, the "FCTT
Trustee"). A summary of certain of the pertinent provisions of the FCTT
Agreement is set forth below.]
[TEXT OF SERIES 2000-1 CERTIFICATE ISSUED BY FCMTT: FCMTT has
been established pursuant to an Amended and Restated Trust Agreement, dated as
of November 23, 1999 (as amended and supplemented from time to time, the "FCMTT
Agreement"), by and among Ford Motor Credit Company, as grantor, U.S.
32
Bank National Association, as trustee (in such capacity, the "FCMTT Michigan
Trustee") and Wilmington Trust Company, as trustee (in such capacity, the "FCMTT
Delaware Trustee"). A summary of certain of the pertinent provisions of the
FCMTT Agreement is set forth below.]
[TEXT OF SERIES 2000-1 CERTIFICATE ISSUED BY FCAL: FCAL was
formed pursuant to a Limited Liability Company Agreement (as amended and
supplemented from time to time, the "FCAL Agreement"), dated as of November 23,
1999, by and between FCAL and U.S. Bank National Association, as administrator
(in such capacity, the "FCAL Administrator"). A summary of certain of the
pertinent provisions of the FCAL Agreement is set forth below.]
[TEXT OF SERIES 2000-1 CERTIFICATE ISSUED BY FCALM: FCALM was
formed pursuant to a Limited Liability Company Agreement, dated as of June 1,
1999, as amended by an Amended and Restated Limited Liability Company Agreement,
dated as of January 1, 1999 (as amended and supplemented from time to time, the
"FCALM Agreement"), by and between FCALM and U.S. Bank National Association, as
administrator (in such capacity, the "FCALM Administrator"). A summary of
certain of the pertinent provisions of the FCALM Agreement is set forth below.]
This Series 2000-1 Certificate is one of the duly authorized
Certificates (as defined below). This Series 2000-1 Certificate is issued under
and is subject to the terms, provisions and conditions of the [FCTT Agreement]
[FCMTT Agreement] [FCAL Agreement] [FCALM Agreement], each dated as of November
23, 1999 and the Administrative Agency Agreement (the "Administrative Agency
Agreement") and the Series 2000-1 Supplement thereto (the "Series 2000-1
Supplement"), each dated as of [ ], 2000, among Ford Motor Credit Company
("Ford Credit"), Ford Credit Titling Trust, Ford Credit Michigan Titling Trust,
FCAL, LLC, FCALM, LLC and U.S. Bank National Association, as the Titling Company
Agent, to which [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement] [FCALM
Agreement], Administrative Agency Agreement and Series 2000-1 Supplement the
Holder of this Series 2000-1 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement] [FCALM Agreement], and
if not defined therein, the Series 2000-1 Supplement.
The property of [FCTT] [FCMTT] [FCAL] [FCALM] consists of the
[FCTT Assets (the "FCTT Assets")] [FCMTT Assets (the "FCMTT Assets") [FCAL
Assets (the "FCAL Assets")] [FCALM Assets (the "[FCALM] Assets")], which
includes cash and any amounts on deposit in the [FCTT Account] [FCMTT Account]
[FCAL Account] [FCALM Account], certain retail lease contracts for automobiles
and light-duty trucks ("Leases") and the proceeds thereof, the automobiles and
light-duty trucks (the "Leased
33
Vehicles") which are subject to the Leases and the proceeds thereof including
the proceeds from the sale of the Leased Vehicles to third parties, certificates
of title or other evidence of ownership of a Leased Vehicle, the benefits of
certain insurance policies, certain other properties and rights, including, but
not limited to, certain rights of recourse, relating to the Leases and the
Leased Vehicles, all rights of [FCTT] [FCMTT] [FCAL] [FCALM] under the
Administrative Agency Agreement and the Series 2000-1 Supplement, and all
proceeds of the foregoing, all as more fully described in the [FCTT Agreement]
[FCMTT Agreement] [FCAL Agreement] [FCALM Agreement]. The Holder of the
"Non-Specified Interest" of [FCTT] [FCMTT] [FCAL] [FCALM] initially owned the
Specified Assets (as defined below).
Under the [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement]
[FCALM Agreement] from time to time, the Holder of the Non-Specified Interest
may direct the [FCTT Trustee] [FCMTT Michigan Trustee] [FCAL Administrator]
[FCALM Administrator] to issue to, or to the order of, such Holder one or more
certificates (the "Certificates") representing the entire [beneficial interest]
[limited liability company interest] in certain specified Leases, Leased
Vehicles and the related [FCTT Assets] [FCMTT Assets] [FCAL Assets] [FCALM
Assets] (the "Specified Assets"). Upon the issuance of such Certificate, the
[beneficial interest] [limited liability company interest] in [FCTT] [FCMTT]
[FCAL] [FCALM] and the [FCTT Assets] [FCMTT Assets] [FCAL Assets] [FCALM Assets]
represented by the Non-Specified Interest shall be reduced by the amount of the
Specified Assets represented by such Certificate. In addition, if so specified
in the related Supplement, the Holder of the Non-Specified Interest from time to
time on each Addition Date may direct the [FCTT Trustee] [FCMTT Michigan
Trustee] [FCAL Administrator] [FCALM Administrator] to reallocate the
[beneficial interest] [limited liability company interest] in certain additional
Leases, Leased Vehicles and the related [FCTT Assets] [FCMTT Assets] [FCAL
Assets] [FCALM Assets] to the Specified Interest represented by a Certificate.
As of each such Addition Date, such Certificate will represent the entire
[beneficial interest] [limited liability company interest] in such additional
assets reallocated.
On the Series Issue Date, the Holder of the Non-Specified
Interest has directed the [FCTT Trustee] [FCMTT Michigan Trustee] [FCAL
Administrator] [FCALM Administrator] to issue this Series 2000-1 Certificate
representing the entire [beneficial interest] [limited liability company
interest] in certain Leases, Leased Vehicles and the related [FCTT Assets]
[FCMTT Assets] [FCAL Assets] [FCALM Assets] identified in the Series 2000-1
Supplement (the "Initial Series 2000-1 Assets"). Upon the issuance of this
Series 2000-1 Certificate, the [beneficial interest] [limited liability company
interest] in [FCTT] [FCMTT] [FCAL] [FCALM] and the [FCTT Assets] [FCMTT Assets]
[FCAL Assets] [FCALM Assets] represented by the Non-Specified Interest shall be
reduced by the amount of the Initial Series 2000-1 Assets represented by this
Series 2000-1 Certificate. Pursuant to the Series 2000-1 Supplement during the
Revolving Period, on each Addition
34
Date, additional Leases, Leased Vehicles and the related [FCTT Assets] [FCMTT
Assets] [FCAL Assets] [FCALM Assets] (the "Additional Series 2000-1 Assets" and,
together with the Initial Series 2000-1 Assets, the "Series 2000-1 Assets") will
be reallocated from the Non-Specified Interest to the Specified Interest
represented by this Series 2000-1 Certificate. As of the related Addition Date,
this Series 2000-1 Certificate will represent the entire [beneficial interest]
[limited liability company interest] in such Additional Series 2000-1 Assets.
Under the Series 2000-1 Supplement, there shall be distributed
on each Business Day, or so long as each Monthly Remittance Condition has been
satisfied, with respect to each Collection Period, on the Business Day preceding
each Payment Date, commencing [ ], 2000 to the Person in whose name this
Series 2000-1 Certificate is registered the amount on deposit in the Series
2000-1 Collection Account. Distributions on this Series 2000-1 Certificate shall
be made as provided in the [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement]
[FCALM Agreement] and the Series 2000-1 Supplement.
The [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement] [FCALM
Agreement] may be amended by the Holders of the Non-Specified Interest and the
[FCTT Trustee] [FCMTT Michigan Trustee and the FCMTT Delaware Trustee] [FCAL
Administrator] [FCALM Administrator] without the consent of any Holder of any
Certificate at any time; provided, however, that such action shall not, (x) as
evidenced by an Opinion of Counsel, materially and adversely affect the
interests of any Certificateholder (unless each such Certificateholder has
consented thereto), (y) as confirmed by each Rating Agency which is then rating
Securities issued in connection with Certificates, cause the then current rating
assigned to such Securities to be withdrawn or reduced and (z) as evidenced by
an Opinion of Counsel, cause [FCTT] [FCMTT] [FCAL] [FCALM] to be classified as
an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes.
The obligation represented by any Security related to this
Series 2000-1 Certificate is limited to the Specified Assets and the Specified
Interest represented by this Series 2000-1 Certificate. If an Insolvency Event
occurs with respect to [FCTT] [FCMTT] [FCAL] [FCALM], any claim that the holder
of such Security may seek to enforce against [FCTT] [FCMTT] [FCAL] [FCALM] or
the Specified Assets allocated to any Specified Interest of [FCTT] [FCMTT]
[FCAL] [FCALM] other than the Specified Interest represented by this Series
2000-1 Certificate shall be subordinate to the payment in full, including
post-petition interest, of the claims of the holders of any Securities related
to the Specified Assets allocated to such other Specified Interests of [FCTT]
[FCMTT] [FCAL] [FCALM].
The Holder of this Series 2000-1 Certificate, by acceptance of
this Series
35
2000-1 Certificate, covenants that for a period of one year and one
day after payment in full of all distributions to all Certificateholders
pursuant to the terms of the [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement]
[FCALM Agreement], it will not institute against, or join any Person in
instituting against, Ford Credit or [FCTT] [FCMTT] [FCAL] [FCALM] any
bankruptcy, reorganization, insolvency or liquidation proceeding, or other
similar proceeding, under the laws of the United States.
The [FCTT Trustee] [FCMTT Michigan Trustee] [FCAL
Administrator] [FCALM Administrator] shall keep the certificate register with
respect to this Series 2000-1 Certificate, and the Holder of this Series 2000-1
Certificate shall notify the [FCTT Trustee] [FCMTT Michigan Trustee] [FCAL
Administrator] [FCALM Administrator] of any change of address or instructions on
the distribution of funds.
The [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement] [FCALM
Agreement] [(other than Section 10.1)] [other than Section 11.1] and [FCTT]
[FCMTT] [FCAL] [FCALM] shall terminate and be of no further force or effect on
the final distribution by the [FCTT Trustee] [FCMTT Michigan Trustee] [FCAL
Administrator] [FCALM Administrator] of all moneys or other property
constituting [FCTT Assets] [FCMTT Assets] [FCAL Assets] [FCALM Assets]. Any
Specified Interest may be terminated upon receipt by the [FCTT Trustee] [FCMTT
Michigan Trustee] [FCAL Administrator] [FCALM Administrator] of written
direction to such effect from the Holders of all of the related Certificates.
Upon any such termination of a Specified Interest, the [FCTT Trustee] [FCMTT
Michigan Trustee] [FCAL Administrator] [FCALM Administrator] shall distribute to
the Holders of the Certificates related to the terminating Specified Interest,
all related Specified Assets, including the related Specified Leased Vehicles by
causing the Certificates of Title with respect thereto to be reregistered in the
name of, or at the direction of, such Holders. The [FCTT Agreement] [FCMTT
Agreement] [FCAL Agreement] [FCALM Agreement] and [FCTT] [FCMTT] [FCAL] [FCALM]
may also terminate at the express written direction of the Holder of the Non-
Specified Interest so long as no Certificates are outstanding. Neither the [FCTT
Agreement] [FCMTT Agreement] [FCAL Agreement] [FCALM Agreement] nor [FCTT]
[FCMTT] [FCAL] [FCALM] shall terminate upon the occurrence of an Insolvency
Event with respect to any Holder and [FCTT] [FCMTT] [FCAL] [FCALM] shall
continue following the occurrence of an Insolvency Event with respect to any
Holder, subject to the first paragraph of [Section 8.1(a)[ [Section 9.1(a)] of
the [FCTT Agreement] [FCMTT Agreement] [FCAL Agreement] [FCALM Agreement].
[TEXT OF SERIES 2000-1 CERTIFICATE ISSUED BY FCTT: Notwithstanding the
foregoing, in no event, however, shall FCTT continue beyond the expiration of 21
years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, currently residing in Clarkston, Michigan, living on the date of the FCTT
Agreement.]
36
Upon termination of [FCTT] [FCMTT] [FCAL] [FCALM], the [FCTT Trustee] [FCMTT
Michigan Trustee] [FCAL Administrator] [FCALM Administrator] shall distribute
(i) to each Holder of a Certificate its interest in the related Specified Assets
and (ii) to the Holder of the Non-Specified Interest its interest in the
Non-Specified Assets by causing the Certificates of Title to be reregistered in
the name of, or at the direction of, the Certificateholder or the Holder of the
Non-Specified Interest, as applicable.
THIS SERIES 2000-1 CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF [MICHIGAN] [DELAWARE], WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Unless this Series 2000-1 Certificate shall have been executed
by an Authorized Officer, this Series 2000-1 Certificate shall not entitle the
Holder thereof to any benefit under the [FCTT Agreement] [FCMTT Agreement] [FCAL
Agreement] [FCALM Agreement] or be valid for any purpose.
37
IN WITNESS WHEREOF, the [FCTT Trustee] [FCMTT Michigan
Trustee] [FCAL Administrator] [FCALM Administrator], on behalf of [FCTT] [FCMTT]
[FCAL] [FCALM] and not in its individual capacity, has caused this Series 2000-1
Certificate to be duly executed.
[FORD CREDIT TITLING TRUST,]
[FORD CREDIT MICHIGAN TITLING TRUST,]
[FCAL, LLC,]
[FCALM, LLC,]
By: U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely
as [trustee] [administrator]
Dated: [ ], 2000
By:
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
38
FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto
__________ the within Series 2000-1 Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing ___________ as Attorney to
transfer said Series 2000-1 Certificate on the books of the [FCTT Registrar]
[FCMTT Registrar] [FCAL Registrar] [FCALM Registrar], with full power of
substitution in the premises.
Dated: By: _________________________
39
EXHIBIT C
[FORM OF SERIES 2000-1 LEASE]