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EXHIBIT 4.2
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FORD CREDIT AUTO LEASE TRUST 2000-1
Class A-1 [ ]% Asset Backed Senior Notes
Class A-2 [ ]% Asset Backed Senior Notes
Class A-3 [ ]% Asset Backed Senior Notes
Class A-4 [ ]% Asset Backed Senior Notes
Class A-5 [ ]% Asset Backed Senior Notes
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INDENTURE
Dated as of [ ], 2000
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THE CHASE MANHATTAN BANK
Indenture Trustee
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CROSS REFERENCE TABLE(1)
TIA Indenture
Section Section
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310 (a)(1) 6.11
(a)(2) 6.11
(a)(3) 6.10
(a)(4) N.A.2
(a)(5) 6.11
(b) 6.8; 6.11
(c) N.A.
311 (a) 6.12
(b) 6.12
(c) N.A.
312 (a) 7.1
(b) 7.2
(c) 7.2
313 (a) 7.4
(b)(1) 7.4
(b)(2) 7.4
(c) 11.5
(d) 7.4
314 (a) 7.3
(b) 11.14
(c)(1) 11.1
(c)(2) 11.1
(c)(3) 11.1
(d) 11.1
(e) 11.1
(f) 11.1
315 (a) 6.1
(b) 6.5; 11.5
(c) 6.1
(d) 6.1
(e) 5.13
316 (a)(last sentence) 2.7
(a)(1)(A) 5.11
(a)(1)(B) 5.12
(a)(2) N.A.
(b) 5.7
(c) N.A.
317 (a)(1) 5.3
(a)(2) 5.3
(b) 3.3
318(a) 11.6
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(1) Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of this Indenture.
(2) N.A. means Not Applicable.
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions ........................................................................................ 2
ARTICLE II
THE SENIOR NOTES
Section 2.1 Form ............................................................................................... 10
Section 2.2 Execution, Authentication and Delivery ............................................................. 11
Section 2.3 Temporary Senior Notes ............................................................................. 12
Section 2.4 Registration; Registration of Transfer and Exchange ................................................ 13
Section 2.5 Mutilated, Destroyed, Lost or Stolen Senior Notes .................................................. 15
Section 2.6 Persons Deemed Owners .............................................................................. 16
Section 2.7 Payment of Principal and Interest; Defaulted Interest .............................................. 16
Section 2.8 Cancellation ....................................................................................... 17
Section 2.9 Release of Collateral .............................................................................. 18
Section 2.10 Book-Entry Senior Notes ............................................................................ 19
Section 2.11 Notices to Clearing Agency ......................................................................... 20
Section 2.12 Definitive Senior Notes ............................................................................ 20
Section 2.13 Authenticating Agents .............................................................................. 21
ARTICLE III
COVENANTS
Section 3.1 Payment of Principal and Interest .................................................................. 22
Section 3.2 Maintenance of Office or Agency .................................................................... 22
Section 3.3 Money for Payments To Be Held in Trust ............................................................. 22
Section 3.4 Existence .......................................................................................... 24
Section 3.5 Protection of Indenture Trust Estate ............................................................... 24
Section 3.6 Opinions as to Indenture Trust Estate .............................................................. 25
Section 3.7 Performance of Obligations; Administration of Specified Assets ..................................... 26
Section 3.8 Negative Covenants ................................................................................. 27
Section 3.9 Annual Statement as to Compliance .................................................................. 28
Section 3.10 No Other Activities ................................................................................ 28
Section 3.11 No Borrowing ....................................................................................... 29
Section 3.12 Administrative Agent's Obligations ................................................................. 29
Section 3.13 Guarantees, Loans, Advances and Other Liabilities .................................................. 29
Section 3.14 Capital Expenditures ............................................................................... 29
Section 3.15 Notice of Events of Default ........................................................................ 29
Section 3.16 Further Instruments and Acts ....................................................................... 29
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.1 Satisfaction and Discharge of Indenture ............................................................ 30
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Section 4.2 Application of Trust Money ......................................................................... 31
Section 4.3 Repayment of Moneys Held by Paying Agent ........................................................... 31
ARTICLE V
DEFAULTS AND REMEDIES
Section 5.1 Early Amortization Events .......................................................................... 32
Section 5.2 Events of Default .................................................................................. 34
Section 5.3 Notice of Events of Default; Potential Event of Default; Early Amortization
Events; Potential Early Amortization Events ...................................................... 36
Section 5.4 Acceleration of Maturity; Rescission and Annulment ................................................. 36
Section 5.5 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee .......................... 37
Section 5.6 Remedies; Priorities ............................................................................... 40
Section 5.7 Optional Preservation of the Series 2000-1 Assets .................................................. 43
Section 5.8 Limitation of Suits ................................................................................ 43
Section 5.9 Unconditional Rights of Senior Noteholders To Receive Principal and Interest ....................... 44
Section 5.10 Restoration of Rights and Remedies ................................................................. 44
Section 5.11 Rights and Remedies Cumulative ..................................................................... 45
Section 5.12 Delay or Omission Not a Waiver ..................................................................... 45
Section 5.13 Control by Senior Noteholders ...................................................................... 45
Section 5.14 Waiver ............................................................................................. 46
Section 5.15 Undertaking for Costs .............................................................................. 46
Section 5.16 Waiver of Stay or Extension Laws ................................................................... 47
Section 5.17 Action on Senior Notes ............................................................................. 47
Section 5.18 Performance and Enforcement of Certain Obligations ................................................. 47
ARTICLE VI
THE INDENTURE TRUSTEE
Section 6.1 Duties of Indenture Trustee ........................................................................ 48
Section 6.2 Rights of Indenture Trustee ........................................................................ 50
Section 6.3 Individual Rights of Indenture Trustee ............................................................. 51
Section 6.4 Indenture Trustee's Disclaimer ..................................................................... 51
Section 6.5 Reports by Indenture Trustee to Senior Noteholders ................................................. 51
Section 6.6 Compensation and Indemnity ......................................................................... 51
Section 6.7 Replacement of Indenture Trustee ................................................................... 52
Section 6.8 Successor Indenture Trustee by Merger .............................................................. 54
Section 6.9 Appointment of Co-Indenture Trustee or Separate Indenture Trustee .................................. 54
Section 6.10 Eligibility; Disqualification ...................................................................... 56
Section 6.11 Preferential Collection of Claims Against Lease Trust .............................................. 56
Section 6.12 Indenture Trustee as Holder of Series 2000-1 Certificates .......................................... 56
ARTICLE VII
SENIOR NOTEHOLDERS' LISTS AND REPORTS
Section 7.1 Lease Trustee To Furnish Indenture Trustee Names and Addresses of Senior
Noteholders ..................................................................................... 57
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Section 7.2 Preservation of Information; Communications to Senior Noteholders .................................. 57
Section 7.3 Reports by Lease Trust ............................................................................. 57
Section 7.4 Reports by Indenture Trustee ....................................................................... 58
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.1 Collection of Money ................................................................................ 58
Section 8.2 Accounts ........................................................................................... 59
Section 8.3 Cash Collateral Account Certificate; Disbursement and Payment Instructions ......................... 62
Section 8.4 Disbursement of Funds .............................................................................. 64
Section 8.5 General Provisions Regarding Accounts .............................................................. 72
Section 8.6 Release of Indenture Trust Estate .................................................................. 72
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.1 Supplemental Indentures Without Consent of Senior Noteholders ...................................... 72
Section 9.2 Supplemental Indentures with Consent of Senior Noteholders ......................................... 74
Section 9.3 Execution of Supplemental Indentures ............................................................... 76
Section 9.4 Effect of Supplemental Indenture ................................................................... 76
Section 9.5 Conformity With Trust Indenture Act ................................................................ 77
Section 9.6 Reference in Senior Notes to Supplemental Indentures ............................................... 77
ARTICLE X
REDEMPTION OF SENIOR NOTES
Section 10.1 Redemption ......................................................................................... 77
Section 10.2 Form of Redemption Notice .......................................................................... 78
Section 10.3 Senior Notes Payable on Redemption Date ............................................................ 78
ARTICLE XI
MISCELLANEOUS
Section 11.1 Compliance Certificates and Opinions, etc. Note: ................................................... 79
Section 11.2 Form of Documents Delivered to Indenture Trustee ................................................... 80
Section 11.3 Acts of Senior Noteholders ......................................................................... 81
Section 11.4 Notices, etc., to Indenture Trustee, Lease Trustee and Rating Agencies ............................. 82
Section 11.5 Notices to Senior Noteholders; Waiver .............................................................. 83
Section 11.6 Conflict with Trust Indenture Act .................................................................. 83
Section 11.7 Effect of Headings and Table of Contents ........................................................... 84
Section 11.8 Successors and Assigns ............................................................................. 84
Section 11.9 Separability ....................................................................................... 84
Section 11.10 Benefits of Indenture .............................................................................. 84
Section 11.11 Legal Holidays ..................................................................................... 84
Section 11.12 Governing Law ...................................................................................... 84
Section 11.13 Counterparts ....................................................................................... 85
Section 11.14 Recording of Indenture ............................................................................. 85
Section 11.15 Trust Obligation ................................................................................... 85
Section 11.16 No Petition ........................................................................................ 86
Section 11.17 Inspection ......................................................................................... 86
Section 11.18 Submission of Jurisdiction ......................................................................... 86
Exhibit A-1 Form of Class A-1 Senior Note ...................................................................... ▇-▇
▇▇▇▇▇▇▇ ▇-▇ Form of Class A-2 Senior Note ...................................................................... ▇-▇
▇▇▇▇▇▇▇ ▇-▇ Form of Class A-3 Senior Note ...................................................................... ▇-▇
▇▇▇▇▇▇▇ ▇-▇ Form of Class A-4 Senior Note ...................................................................... ▇-▇
▇▇▇▇▇▇▇ ▇-▇ Form of Class A-5 Senior Note ...................................................................... A-5
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INDENTURE dated as of [ ], 2000, between THE BANK OF NEW YORK
(DELAWARE), a Delaware banking corporation, not in its individual capacity but
solely as trustee (together with its successors under the Lease Trust Agreement,
the "Lease Trustee") of FORD CREDIT AUTO LEASE TRUST 2000-1 (the "Lease Trust"),
and THE CHASE MANHATTAN BANK, a New York corporation, not in its individual
capacity but solely as trustee hereunder (together with its successors
hereunder, the "Indenture Trustee").
PRELIMINARY STATEMENT
The Lease Trustee is duly authorized to execute and deliver this
Indenture on behalf of the Lease Trust to provide for the Senior Notes issuable
as provided in this Indenture. All covenants and agreements made by the Lease
Trust herein are for the benefit and security of the Senior Noteholders and the
Indenture Trustee. The Lease Trustee is entering into this Indenture on behalf
of the Lease Trust, and the Indenture Trustee is accepting the trusts created
hereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.
All things necessary to make this Indenture a valid agreement of
the Lease Trust in accordance with the agreement's terms have been done.
GRANTING CLAUSE
The Lease Trust hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Senior Noteholders,
all of the Lease Trust's right, title and interest in and to (i) the Lease Trust
Estate and (ii) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").
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The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Senior Notes, equally and ratably without prejudice, priority or distinction
except as set forth herein, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture.
The Indenture Trustee, as Indenture Trustee on behalf of the
Senior Noteholders, acknowledges such Grant and accepts the trusts under this
Indenture in accordance with the provisions of this Indenture.
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions. (a) Whenever used in this Indenture
capitalized terms have the meanings assigned to them herein or, if not defined
herein, as defined in Appendix A attached hereto. To the extent that the
definitions set forth herein conflict with the definitions set forth in Appendix
A, or incorporated by reference therein, the definitions set forth herein shall
be controlling. All references to Articles, Sections, subsections or exhibits
are to Articles, Sections, subsections or exhibits in this Indenture unless
otherwise specified.
"Act" has the meaning set forth in Section 11.3(a).
"Administrative Agent Default" has the meaning set forth in
Section 3.7(d).
"Authenticating Agent" has the meaning set forth in Section 2.13.
"Authorized Officer" means, with respect to the Lease Trust, any
officer within the Lease Trustee Corporate Trust Department, including without
limitation, any secretary, assistant secretary, vice president, assistant vice
president, senior corporate trust officer, corporate trust officer, assistant
treasurer, senior trust administration officer, trust administration officer,
senior trust operations officer or trust operations officer and, so long as the
Administrative Agency Agreement is in effect, any person who is authorized to
act for the Administrative Agent in matters
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relating to the Lease Trust and to be acted upon by the Administrative Agent
pursuant to the Administrative Agency Agreement and who is identified on the
list of authorized persons delivered by the Administrative Agent to the
Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter); provided, however, that for purposes
of Section 3.9, such officer of the Administrative Agent must be any of the
principal executive officer, the principal financial officer or the principal
accounting officer.
"Book-Entry Senior Notes" means a beneficial interest in the
Senior Notes, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.10.
"Cash Collateral Account Certificate" has the meaning set forth
in Section 8.3(a).
"Class A-1 Senior Notes" means the [ ]% Class A-1 Asset Backed
Senior Notes, substantially in the form of Exhibit A-1.
"Class A-2 Senior Notes" means the [ ]% Class A-2 Asset Backed
Senior Notes, substantially in the form of Exhibit A-2.
"Class A-3 Senior Notes" means the [ ]% Class A-3 Asset Backed
Senior Notes, substantially in the form of Exhibit A-3.
"Class A-4 Senior Notes" means the [ ]% Class A-4 Asset Backed
Senior Notes, substantially in the form of Exhibit A-4.
"Class A-5 Senior Notes" means the [ ]% Class A-5 Asset Backed
Senior Notes, substantially in the form of Exhibit A-5.
"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.
"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
"Collateral" has the meaning set forth in the Granting Clause of
this Indenture.
"Commission" means the Securities and Exchange Commission.
"Corporate Trust Office" means the principal office of the
Indenture
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Trustee at which at any particular time its corporate trust business shall be
administered which office at the date of the execution of this Indenture is
located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Senior Noteholders and the Lease Trustee, or the principal corporate trust
office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Senior Noteholders and the Lease Trustee).
"Definitive Senior Notes" has the meaning set forth in Section
2.10.
"Depository Agreement" means the agreement among the Lease Trust,
the Indenture Trustee and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, substantially in the form of Exhibit B.
"Disbursement and Payment Instructions" has the meaning set forth
in Section 8.3(b).
"Early Amortization Event" has the meaning set forth in Section
5.1.
"Event of Default" has the meaning set forth in Section 5.2.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation; and with respect to any partnership, any general
partner thereof.
"Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and ▇▇▇▇▇ ▇ ▇▇▇▇ upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and
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options, to bring Proceedings in the name of the granting party or otherwise and
generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.
"Indenture Trust Estate" means all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of this Indenture for the benefit of the Senior Noteholders
(including, without limitation, the Collateral Granted to the Indenture
Trustee), including all proceeds.
"Independent" means, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Lease Trust, any other
obligor upon the Senior Notes, RCL Trust 2000-1, the Administrative Agent and
any Affiliate of any of the foregoing Persons, (b) does not have any direct
financial interest or any material indirect financial interest in the Lease
Trust, any such other obligor, RCL Trust 2000-1, the Administrative Agent or any
Affiliate of any of the foregoing Persons and (c) is not connected with the
Lease Trust, any such other obligor, RCL Trust 2000-1, the Administrative Agent
or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
"Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1, made by
an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.
"Issuer Order" and "Issuer Request" means a written order or
request of the Lease Trust signed in the name of the Lease Trust by any one of
its Authorized Officers and delivered to the Indenture Trustee.
"Lease Trustee Corporate Trust Department" shall mean, with
respect to the Lease Trustee, the principal corporate trust office of the Lease
Trustee located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Corporate Trust Administration, or at such other address as the Lease
Trustee may designate by notice to the Lease Trust Certificateholders, the
Subordinated Noteholders and the Depositor, or the principal corporate trust
office of any successor Lease Trustee (the address of which the successor Lease
Trustee will notify the Lease Trust Certificateholders, the Subordinated
Noteholders and the Depositor).
"Note Pool Factor" shall mean, with respect to any Class of
Senior Notes on any Payment Date, the seven-digit decimal equivalent of a
fraction the numerator of which is the Outstanding Amount of such Class on the
Payment Date (after giving effect to any payment of principal on such Payment
Date) and the
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denominator of which is the Outstanding Amount of such Class on the Closing
Date.
"Notice of Default" has the meaning set forth in Section 5.2(iv).
"Officers' Certificate" means a certificate signed by any
Authorized Officer of the Lease Trustee, under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1, and
delivered to the Indenture Trustee. Unless otherwise specified, any reference in
this Indenture to an Officers' Certificate shall be to an Officer's Certificate
of any Authorized Officer of the Lease Trustee.
"Opinion of Counsel" means one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture, be
employees of or counsel to the Lease Trustee or the Administrative Agent and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions
shall be addressed to the Indenture Trustee, shall comply with any applicable
requirements of Section 11.1, and shall be in form and substance satisfactory to
the Indenture Trustee.
"Outstanding" means, as of the date of determination, all Senior
Notes theretofore authenticated and delivered under this Indenture except:
(i) Senior Notes theretofore cancelled by the Senior Note
Registrar or delivered to the Senior Note Registrar for cancellation;
(ii) Senior Notes or portions thereof the payment for which
money in the necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the related Senior
Noteholders (provided, however, that if such Senior Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor, satisfactory to the Indenture Trustee);
and
(iii) Senior Notes in exchange for or in lieu of other
Senior Notes which have been authenticated and delivered pursuant to this
Indenture unless proof satisfactory to the Indenture Trustee is presented
that any such Senior Notes are held by a bona fide purchaser;
provided that in determining whether Senior Noteholders holding the requisite
Outstanding Amount of the Senior Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any other
Basic Document, Senior Notes owned by the Lease Trust, RCL Trust 2000-1, the
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Administrative Agent or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Senior Notes that a Responsible Officer knows to be so owned shall be so
disregarded. Senior Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee the pledgee's right so to act with respect to such Senior
Notes and that the pledgee is not the Lease Trust, RCL Trust 2000-1, the
Administrative Agent or any Affiliate of any of the foregoing Persons.
"Paying Agent" means the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee set forth in
Section 6.10 and is authorized by the Lease Trustee to make the payments to and
distributions from the Series 2000-1 Payment Account and the other accounts
forming part of the Indenture Trust Estate, including payment of principal of or
interest on the Senior Notes on behalf of the Lease Trust.
"Potential Early Amortization Event" means any occurrence that
is, or with notice or the lapse of time or both would become, an Early
Amortization Event.
"Potential Event of Default" means any occurrence that is, or
with notice or the lapse of time or both would become, an Event of Default.
"Predecessor Senior Note" means, with respect to any particular
Senior Note, every previous Senior Note evidencing all or a portion of the same
debt as that evidenced by such particular Senior Note; and, for the purpose of
this definition, any Senior Note authenticated and delivered under Section 2.5
in lieu of a mutilated, destroyed, lost, or stolen Senior Note shall be deemed
to evidence the same debt as the mutilated, destroyed, lost, or stolen Senior
Note.
"Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.
"Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have been given 10 days' prior notice thereof and that
the Rating Agencies shall have notified the Administrative Agent and the
Indenture Trustee in writing that such action will not result in a reduction or
withdrawal of the then current ratings of the Senior Notes.
"Record Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the fourteenth day of the calendar month in which
such Payment Date or Redemption Date occurs (or, if definitive Senior Notes are
issued, the last day of the preceding calendar month).
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"Redemption Date" means the Payment Date specified by the
Administrative Agent or the Lease Trustee pursuant to Section 10.1.
"Redemption Price" means an amount equal to the unpaid principal
amount of the Senior Notes redeemed plus accrued and unpaid interest thereon
plus interest on any defaulted interest at the applicable Senior Note Interest
Rate to but excluding the Redemption Date.
"Registered Holder" means the Person in whose name a Senior Note
is registered on the Senior Note Register on the applicable Record Date.
"Responsible Officer" means any officer within the Corporate
Trust Office of the Indenture Trustee, including any Vice President, Assistant
Vice President, Assistant Treasurer, Assistant Secretary or any other officer of
the Indenture Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
"Senior Note Owner" means, with respect to a Book-Entry Senior
Note, the Person who is the beneficial owner of such Book-Entry Senior Note, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).
"Senior Note Register" and "Senior Note Registrar" have the
respective meanings set forth in Section 2.4.
"Senior Notes" means the Class A-1 Senior Notes, the Class A-2
Senior Notes, the Class A-3 Senior Notes, the Class A-4 Senior Notes and the
Class A-5 Senior Notes.
"Stamp" has the meaning set forth in Section 2.4.
"State" means any one of the 50 states of the United States of
America or the District of Columbia.
"Stated Maturity" means when used with respect to any security,
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including a Senior Note, the date specified in such security as the fixed date
which the final payment of principal on such security is due and payable or, if
such date is not a Business Day, the next following Business Day.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939 as amended and as in force on the date hereof, unless otherwise
specifically provided.
(b) All terms defined in this Indenture shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
(c) As used in this Indenture and in any certificate or other
document made or delivered pursuant hereto, accounting terms not defined in this
Indenture or in any such certificate or other document, and accounting terms
partly defined in this Indenture or in any such certificate or other document to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles. To the extent that the definitions of
accounting terms in this Indenture or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Indenture or in any
such certificate or other document shall control.
(d) Interest on the Senior Notes shall be computed on the basis
of a 360-day year of twelve 30-day months for all purposes of this Indenture.
Section 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:
"indenture securities" means the Senior Notes.
"indenture security holder" means a Senior Noteholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the
Indenture Trustee.
"obligor" on the indenture securities means the Lease Trust and
any other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rule have the meaning assigned to them by such definitions.
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ARTICLE II
THE SENIOR NOTES
Section 2.1 Form. The form of the Class A-1 Senior Notes, Class
A-2 Senior Notes, Class A-3 Senior Notes, Class A-4 Senior Notes and Class A-5
Senior Notes together with the Indenture Trustee's certificate of
authentication, shall be in substantially the form set forth as Exhibit ▇-▇,
▇▇▇▇▇▇▇ ▇-▇, Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-5, respectively, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may, consistently herewith, be determined by the officers executing such Senior
Notes, as evidenced by their execution of the Senior Notes. Any portion of the
text of any Senior Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Senior Note.
The definitive Senior Notes shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders), all as determined by the Authorized Officers
executing such Senior Notes, as evidenced by their execution of such Senior
Notes.
Each Senior Note shall be dated the date of its authentication.
The terms of the Class A-1 Senior Notes, Class A-2 Senior Notes, Class A-3
Senior Notes, Class A-4 Senior Notes and Class A-5 Senior Notes set forth in
Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-5 are part of
the terms of this Indenture.
Asset Backed Original Senior Note
Senior Notes Principal Interest Stated
Designation Amount Rate Maturity
----------- ------ ----------- --------
Class A-1 $ % 15, 200
------- --
Class A-2 $ % 15, 200
------- --
Class A-3 $ % 15, 200
------- --
Class A-4 $ % 15, 200
------- --
Class A-5 $ % 15, 200
------- --
16
Section 2.2 Execution, Authentication and Delivery. The Senior
Notes shall be executed by the Lease Trustee by any of its Authorized Officers
on behalf of the Lease Trust. The signature of any such Authorized Officer on
the Senior Notes may be manual or facsimile.
Senior Notes bearing the manual or facsimile signature of
individuals who were at any time Authorized Officers of the Lease Trust shall
bind the Lease Trust, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Senior Notes or did not hold such offices at the date of such Senior Notes.
The Indenture Trustee shall upon Issuer Order authenticate and
deliver the Class A-1 Senior Notes for original issue in an aggregate principal
amount of $[ ], the Class A-2 Senior Notes for original issue in an aggregate
principal amount of $[ ], the Class A-3 Senior Notes for original issue in an
aggregate principal amount of $[ ], the Class A-4 Senior Notes for original
issue in an aggregate principal amount of $[ ] and the Class A-5 Senior Notes
for original issue in an aggregate amount of $[ ]. The aggregate principal
amount of Class A-1 Senior Notes, Class A-2 Senior Notes, Class A-3 Senior
Notes, Class A-4 Senior Notes and Class A-5 Senior Notes outstanding at any time
may not exceed the respective amounts except as provided in Section 2.5.
The Senior Notes shall be issuable as registered Senior Notes in
minimum denominations of $1,000 and in integral multiples of $1,000 in excess
thereof.
No Senior Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Senior Note a certificate of authentication substantially in the form
provided for herein executed by the Indenture Trustee by the manual signature of
one of its authorized signatories, and such certificate upon any Senior Note
shall be conclusive evidence, and the only evidence, that such Senior Note has
been duly authenticated and delivered hereunder.
The Senior Notes shall include a recitation limiting the
obligation represented by the Senior Notes to the Series 2000-1 Assets and the
related Specified Interests. The Senior Notes shall also include an
acknowledgment and agreement by the holder thereof to the effect that, if an
Insolvency Event occurs with respect to any Titling Company, any claim that the
holder of such Senior Notes may seek to enforce against the Specified Assets
allocated to any other Specified Interest of such Titling Company 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
17
to such other Specified Interests.
Section 2.3 Temporary Senior Notes. Pending the preparation of
definitive Senior Notes, the Lease Trustee may execute, on behalf of the Lease
Trust, and upon receipt of an Issuer Order the Indenture Trustee shall
authenticate and deliver, temporary Senior Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, substantially of
the tenor of the definitive Senior Notes in lieu of which they are issued and
with such variations not inconsistent with the terms of this Indenture as the
officers executing the temporary Senior Notes may determine, as evidenced by
their execution of such temporary Senior Notes.
If temporary Senior Notes are issued, the Lease Trust will cause
definitive Senior Notes to be prepared without unreasonable delay. After the
preparation of definitive Senior Notes, the temporary Senior Notes shall be
exchangeable for definitive Senior Notes upon surrender of the temporary Senior
Notes at the office or agency of the Lease Trustee to be maintained as provided
in Section 3.2, without charge to the Senior Noteholder. Upon surrender for
cancellation of any one or more temporary Senior Notes, the Lease Trustee shall
execute, on behalf of the Lease Trust, and the Indenture Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Senior Notes of authorized denominations. Until so exchanged, the
temporary Senior Notes shall in all respects be entitled to the same benefits
under this Indenture as definitive Senior Notes.
Section 2.4 Registration; Registration of Transfer and Exchange.
The Lease Trustee shall cause to be kept a register (the "Senior Note Register")
in which, subject to such reasonable regulations as it may prescribe, the Lease
Trustee shall provide for the registration of Senior Notes and the registration
of transfers of Senior Notes. The Indenture Trustee is hereby appointed "Senior
Note Registrar" for the purpose of registering Senior Notes and transfers of
Senior Notes as herein provided. Upon any resignation of any Senior Note
Registrar, the Lease Trustee shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Senior Note Registrar.
If a Person other than the Indenture Trustee is appointed by the
Lease Trustee as Senior Note Registrar, the Lease Trustee will give the
Indenture Trustee prompt written notice of the appointment of such Senior Note
Registrar and of the location, and any further change in such location, of the
Senior Note Register, and the Indenture Trustee shall have the right to inspect
the Senior Note Register at all reasonable times and to obtain copies thereof,
and the Indenture Trustee shall have the
18
right to rely upon a certificate executed on behalf of the Senior Note Registrar
by an Executive Officer thereof as to the names and addresses of the Senior
Noteholders and the principal amounts and number of such Senior Notes.
Upon surrender for registration of transfer of any Senior Note at
the office or agency of the Lease Trustee to be maintained as provided in
Section 3.2, if the requirements of Section 8-401(a)(1) of the UCC are met, the
Lease Trustee shall execute, on behalf of the Lease Trust, and the Indenture
Trustee shall authenticate and the Senior Noteholder shall obtain from the
Indenture Trustee, in the name of the designated transferee or transferees, one
or more new Senior Notes of the same Class in any authorized denominations, of a
like aggregate principal amount.
At the option of the Senior Noteholder, Senior Notes may be
exchanged for other Senior Notes of the same Class in any authorized
denominations, of a like aggregate principal amount, upon surrender of the
Senior Notes to be exchanged at such office or agency. Whenever any Senior Notes
are so surrendered for exchange, if the requirements of Section 8-401(a)(1) of
the UCC are met, the Lease Trustee shall execute, on behalf of the Lease Trust,
the Indenture Trustee shall authenticate and the Senior Noteholder shall obtain
from the Indenture Trustee, the Senior Notes which the Senior Noteholder making
the exchange is entitled to receive.
All Senior Notes issued upon any registration of transfer or
exchange of Senior Notes shall be the valid obligations of the Lease Trust,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Senior Notes surrendered upon such registration of transfer or
exchange.
Every Senior Note presented or surrendered for registration of
transfer or exchange shall be (i) duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Senior Noteholder thereof or such Senior Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Senior Note
Registrar which requirements include membership or participation in Securities
Transfer Agent's Medallion Program ("Stamp") or such other "signature guarantee
program" as may be determined by the Senior Note Registrar in addition to, or in
substitution for, Stamp, all in accordance with the Exchange Act, and (ii)
accompanied by such other documents as the Indenture Trustee may require.
No service charge shall be made to a Senior Noteholder for any
registration of transfer or exchange of Senior Notes, but the Indenture Trustee
may
19
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Senior Notes, other than exchanges pursuant to Sections 2.3 or 9.6
not involving any transfer.
The preceding provisions of this Section 2.4 notwithstanding, the
Lease Trust shall not be required to make and the Senior Note Registrar need not
register transfers or exchanges of Senior Notes selected for redemption or of
any Senior Note for a period of 15 days preceding the due date for any payment
with respect to the Senior Note.
Section 2.5 Mutilated, Destroyed, Lost or Stolen Senior Notes. If
(i) any mutilated Senior Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Senior Note, and (ii) there is delivered to the Indenture
Trustee such security or indemnity as may be required by it to hold the Lease
Trust, the Lease Trustee and the Indenture Trustee harmless, then, in the
absence of notice to the Lease Trustee, the Senior Note Registrar or the
Indenture Trustee that such Senior Note has been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC are
met, the Lease Trustee shall execute, on behalf of the Lease Trust, and upon
Issuer Request the Indenture Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Senior Note, a
replacement Senior Note of the same Class; provided, however, that if any such
destroyed, lost or stolen Senior Note, but not a mutilated Senior Note, shall
have become or within seven days shall become due and payable, or shall have
been called for redemption, instead of issuing a replacement Senior Note, the
Lease Trust may pay such destroyed, lost or stolen Senior Note when so due or
payable or upon the Redemption Date. If, after the delivery of such replacement
Senior Note or payment of a destroyed, lost or stolen Senior Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Senior Note in lieu of which such replacement Senior Note was issued presents
for payment such original Senior Note, the Lease Trust and the Indenture Trustee
shall be entitled to recover such replacement Senior Note (or such payment) from
the Person to whom it was delivered or any Person taking such replacement Senior
Note from such Person to whom such replacement Senior Note was delivered or any
assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Lease Trust or the Indenture
Trustee in connection therewith.
Upon the issuance of any replacement Senior Note under this
Section 2.5, the Lease Trustee may require the payment by the Senior Noteholder
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Indenture Trustee) connected therewith.
20
Every replacement Senior Note issued pursuant to this Section
2.5 in replacement of any mutilated, destroyed, lost or stolen Senior Note shall
constitute an original additional contractual obligation of the Lease Trust,
whether or not the mutilated, destroyed, lost or stolen Senior Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Senior Notes
duly issued hereunder.
The provisions of this Section 2.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Senior Notes.
Section 2.6 Persons Deemed Owners. Prior to due presentment
for registration of transfer of any Senior Note, the Lease Trustee, the
Indenture Trustee and any agent of the Lease Trustee or the Indenture Trustee
may treat the Person in whose name any Senior Note is registered (as of the day
of determination) as the owner of such Senior Note for the purpose of receiving
payments of principal of and interest, if any, on such Senior Note and for all
other purposes whatsoever, whether or not such Senior Note be overdue, and
neither the Lease Trustee, the Indenture Trustee nor any agent of the Lease
Trustee or the Indenture Trustee shall be affected by notice to the contrary.
Section 2.7 Payment of Principal and Interest; Defaulted
Interest. (a) The Class A-1 Senior Notes, Class A-2 Senior Notes, Class A-3
Senior Notes, Class A-4 Senior Notes and Class A-5 Senior Notes shall accrue
interest during each Interest Accrual Period at the applicable Senior Note
Interest Rate specified in Section 2.1. Interest on the Senior Notes shall be
due and payable on each Payment Date immediately following the related Interest
Accrual Period. Any installment of interest or principal, if any, payable on any
Senior Note which is punctually paid or duly provided for by the Lease Trust on
the applicable Payment Date shall be paid to the Person in whose name such
Senior Note (or one or more Predecessor Senior Notes) is registered on the
Record Date, by check mailed first-class, postage prepaid to such Person's
address as it appears on the Senior Note Register on such Record Date, except
that, unless Definitive Senior Notes have been issued pursuant to Section 2.12,
with respect to Senior Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payment will be made by wire transfer in immediately available funds to the
account designated by such nominee and except for the final installment of
principal payable with respect to such Senior Note on a Payment Date or on the
Stated Maturity of such Senior Note (and except for the Redemption Price for any
Senior Note called for redemption pursuant to Section 10.1) which shall be
payable as provided below. The funds
21
represented by any such checks returned undelivered shall be held in accordance
with Section 3.3.
(b) During the Revolving Period, no principal will be paid on
the Senior Notes of any Class. During the Revolving Period, on each Payment
Date, the Lease Trust will reinvest an amount up to the Monthly Pool Balance
Decline for the preceding Collection Period in Additional Series 2000-1 Leases
and Additional Series 2000-1 Leased Vehicles.
During the Amortization Period, the Lease Trust will not
purchase Additional Series 2000-1 Leases and Additional Series 2000-1 Leased
Vehicles and the principal of the Senior Notes of each Class shall be payable in
installments in accordance with the priorities set forth in Section 8.4(c) on
each Payment Date until the Outstanding Amount of each Class of Senior Notes has
been reduced to zero as provided in the forms of the Senior Notes set forth
respectively in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit
A-5. However, if an Event of Default has occurred and the entire unpaid
principal amounts of the Senior Notes becomes due and payable by declaration of
acceleration, principal payments will be made on a pro rata basis to holders of
the Class A-1 Senior Notes, the Class A-2 Senior Notes, the Class A-3 Senior
Notes, the Class A-4 Senior Notes and the Class A-5 Senior Notes based on their
respective Outstanding Amounts without distinction among Classes. All principal
payments made during the Amortization Period on the Senior Notes shall be made
pro rata to the Senior Noteholders of the Class or Classes entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Senior Note is
registered on the Record Date preceding the Payment Date on which the Lease
Trustee expects that the final installment of principal of and interest on such
Senior Note will be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Payment Date and shall specify that such final
installment will be payable only upon presentation and surrender of such Senior
Note and shall specify the place where such Senior Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Senior Notes shall be mailed to Senior Noteholders as provided in
Section 10.2.
(c) If the Lease Trust defaults in a payment of interest on
the Senior Notes, the Lease Trust shall pay defaulted interest (plus interest on
such defaulted interest to the extent lawful at the applicable Senior Note
Interest Rate specified in Section 2.1) in any lawful manner from the day
following the day on which such interest was due until such defaulted interest
is paid.
Section 2.8 Cancellation. All Senior Notes surrendered for
payment, registration of transfer, exchange or redemption shall, if surrendered
to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be
22
promptly cancelled by the Indenture Trustee. The Lease Trustee may at any time
deliver to the Indenture Trustee for cancellation any Senior Notes previously
authenticated and delivered hereunder which the Lease Trustee may have acquired
in any manner whatsoever, and all Senior Notes so delivered shall be promptly
cancelled by the Indenture Trustee. No Senior Notes shall be authenticated in
lieu of or in exchange for any Senior Notes cancelled as provided in this
Section 2.8, except as expressly permitted by this Indenture. All cancelled
Senior Notes may be held or disposed of by the Indenture Trustee in accordance
with its standard retention or disposal policy as in effect at the time unless
the Lease Trustee shall direct by an Issuer Order that they be destroyed or
returned to it and so long as such Issuer Order is timely and the Senior Notes
have not been previously disposed of by the Indenture Trustee.
Section 2.9 Release of Collateral. (a) Subject to Section 11.1
and the terms of the Basic Documents, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officers' Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA Section 314(c) and 314(d)(1) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates. If the Commission shall
issue an exemptive order under TIA Section 304(d) modifying the Lease Trustee's
obligations under TIA Section 314(c) and 314(d)(1) subject to Section 11.1 and
the term of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture in accordance with the conditions and procedures
set forth in such exemptive order; provided that no such Issuer Request,
Officers' Certificate ,[Opinion of Counsel and Independent Certificate] shall
be required in connection with (i) the release of the Additional Fee Released
Amounts pursuant to Section 2.9(b), (ii) the release of Leases and Leased
Vehicles in respect of which the Administrative Agent has deposited an amount
equal to the related Series 2000-1 Administrative Purchase Amount to the Series
2000-1 Collection Account, or (iii) following the termination of any Series
2000-1 Lease, the release of the related Series 2000-1 Leased Vehicle upon the
sale or other disposition of such Series 2000-1 Leased Vehicle by the
Administrative Agent and the deposit by the Administrative Agent of the related
sale proceeds (or a Sale Proceeds Advance) in the Series 2000-1 Collection
Account.
(b) On the Business Day preceding each Payment Date, the
Indenture Trustee hereby irrevocably agrees to release from the Collateral,
when, as and if received, that portion of the Series 2000-1 Collections to which
it is otherwise entitled, in an amount equal to the Additional Fee Released
Amounts with respect to each Collection Period to the Lease Trustee immediately
upon identification thereof,
23
which release shall be automatic and shall require no further act by the
Indenture Trustee; provided that the Indenture Trustee shall execute and deliver
such instruments of release and assignment, or otherwise confirm the foregoing
release of the Additional Fee Released Amounts, as may reasonably be requested
by the Lease Trustee. Upon such release of Additional Fee Released Amounts, such
amounts shall not constitute and shall not be included in the Collateral. The
Indenture Trustee and the Lease Trustee agree that any Additional Fees required
to be deposited to the Cash Collateral Account by, or on behalf of the Lease
Trustee, and any Additional Fee Released Amount required to be released to the
Lease Trustee pursuant to this Section 2.9(b), may be paid and released by the
Lease Trustee and the Indenture Trustee on a net basis. However, the Indenture
Trustee and the Lease Trustee each agrees to account for all payments and
releases of Additional Fees and Additional Fee Released Amounts as if such
amounts were paid and released separately.
Section 2.10 Book-Entry Senior Notes. The Senior Notes, upon
original issuance, will be issued in the form of typewritten Senior Notes
representing the Book-Entry Senior Notes, to be delivered to The Depository
Trust Company, the initial Clearing Agency, by, or on behalf of, the Lease
Trust. Such Senior Notes shall initially be registered on the Senior Note
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Senior Note Owner will receive a Definitive Senior Note (as defined
below) representing such Senior Note Owner's interest in such Senior Note,
except as provided in Section 2.12. Unless and until definitive, fully
registered Senior Notes (the "Definitive Senior Notes") have been issued to
Senior Note Owners pursuant to Section 2.12:
(a) the provisions of this Section 2.10 shall be in full force
and effect;
(b) the Senior Note Registrar and the Indenture Trustee shall
be entitled to deal with the Clearing Agency for all purposes of this Indenture
(including the payment of principal of and interest on the Senior Notes and the
giving of instructions or directions hereunder) as the sole Senior Noteholder,
and shall have no obligation to the Senior Note Owners;
(c) to the extent that the provisions of this Section 2.10
conflict with any other provisions of this Indenture, the provisions of this
Section 2.10 shall control;
(d) the rights of Senior Note Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law and
agreements between such Senior Note Owners and the Clearing Agency and/or the
Clearing Agency Participants. Pursuant to the Depository Agreement, unless and
until Definitive Senior Notes are issued pursuant to
24
Section 2.12, the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit payments of principal
of and interest on the Senior Notes to such Clearing Agency Participants; and
(e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Senior Noteholders evidencing a
specified percentage of the Outstanding Amount of the Senior Notes, the Clearing
Agency shall be deemed to represent such percentage only to the extent that it
has received instructions to such effect from Senior Note Owners and/or Clearing
Agency Participants owning or representing, respectively, such required
percentage of the beneficial interest in the Senior Notes and has delivered such
instructions to the Indenture Trustee.
Section 2.11 Notices to Clearing Agency. Whenever a notice or
other communication to the Senior Noteholders is required under this Indenture,
unless and until Definitive Senior Notes shall have been issued to Senior Note
Owners pursuant to Section 2.12, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Senior Noteholders to
the Clearing Agency, and shall have no obligation to the Senior Note Owners.
Section 2.12 Definitive Senior Notes. If (i) the
Administrative Agent advises the Indenture Trustee in writing that the Clearing
Agency is no longer willing or able properly to discharge its responsibilities
with respect to the Senior Notes, and the Administrative Agent is unable to
locate a qualified successor, (ii) the Administrative Agent at its option
advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Senior Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the Senior Notes
advise the Clearing Agency in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Senior Note Owners, then the Clearing Agency shall notify all Senior Note Owners
and the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Senior Notes to Senior Note Owners requesting the
same. Upon surrender to the Indenture Trustee of the typewritten Senior Note or
Senior Notes representing the Book-Entry Senior Notes by the Clearing Agency,
accompanied by registration instructions, the Lease Trustee shall execute, on
behalf of the Lease Trust, and the Indenture Trustee shall authenticate
25
the Definitive Senior Notes in accordance with the instructions of the Clearing
Agency. None of the Lease Trustee, the Senior Note Registrar or the Indenture
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Senior Notes, the Indenture Trustee shall
recognize as Senior Noteholders the Persons whose names are registered in the
Senior Note Register.
Section 2.13 Authenticating Agents. Upon the request of the
Lease Trustee, the Indenture Trustee shall, and if the Indenture Trustee so
chooses the Indenture Trustee may, appoint one or more Persons (each, an
"Authenticating Agent") with power to act on its behalf and subject to its
direction in the authentication of Senior Notes in connection with issuance,
transfers and exchanges under Sections 2.2, 2.4, 2.5 and 9.6, as fully to all
intents and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate such Senior Notes. For all purposes
of this Indenture, the authentication of Senior Notes by an Authenticating Agent
pursuant to this Section 2.13 shall be deemed to be the authentication of Senior
Notes "by the Indenture Trustee."
Any Person into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from
any merger, consolidation or conversion to which any Authenticating Agent shall
be a party, or any Person succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, without the execution or filing of any instrument or any further act
on the part of the parties hereto or such Authenticating Agent or such successor
Person.
Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Indenture Trustee and the Lease Trustee.
The Indenture Trustee may at any time terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
the Lease Trustee. Upon receiving such notice of resignation or upon such a
termination, the Indenture Trustee shall promptly appoint, if necessary, a
successor Authenticating Agent and shall give written notice of such appointment
to the Lease Trustee.
The Indenture Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services, and
reimbursement for its reasonable expenses relating thereto and the Indenture
Trustee shall be entitled to be reimbursed for such payments in accordance with
Section 6.6. The provisions of Sections 2.8 and 6.4 shall be applicable to any
Authenticating Agent.
26
ARTICLE III
COVENANTS
Section 3.1 Payment of Principal and Interest. The Lease Trust
will duly and punctually pay the principal of and interest on the Senior Notes
in accordance with the terms of the Senior Notes and this Indenture. Without
limiting the foregoing, the Lease Trustee, on behalf of the Lease Trust, will
cause the Indenture Trustee or the Paying Agent to distribute to Senior
Noteholders and the Lease Trust Distribution Account all amounts on deposit in
the Series 2000-1 Payment Account payable to the Senior Noteholders, the
Subordinated Noteholders and the Lease Trust Certificateholders pursuant to
Section 8.4. Amounts properly withheld under the Code by any Person from a
payment to any Senior Noteholder of interest and/or principal shall be
considered to have been paid by the Lease Trust to such Senior Noteholder for
all purposes of this Indenture.
Section 3.2 Maintenance of Office or Agency. The Senior Note
Registrar, on behalf of the Lease Trustee, will maintain at the Corporate Trust
Office or at such other location in the Borough of Manhattan, The City of New
York, chosen by the Senior Note Registrar, acting for the Lease Trustee an
office or agency, where Senior Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Lease Trustee
in respect of the Senior Notes and this Indenture may be served. The Lease
Trustee hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.
Section 3.3 Money for Payments To Be Held in Trust. As
provided in Sections 8.4(b), 8.4(c) and 5.6(b), all payments of amounts due and
payable with respect to any Senior Notes that are to be made from amounts
withdrawn from the Series 2000-1 Payment Account shall be made on behalf of the
Lease Trust by the Indenture Trustee or by another Paying Agent, and no amounts
so withdrawn therefrom for payments of Senior Notes shall be paid over to the
Lease Trust except as provided in this Section 3.3.
On or before each Payment Date and Redemption Date, the Lease
Trustee shall, on behalf of the Lease Trust, deposit or cause to be deposited in
the Series 2000-1 Payment Account an aggregate sum sufficient to pay the amounts
then becoming due under the Senior Notes, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless the Paying Agent is the
Indenture Trustee) shall promptly notify the Indenture Trustee of its action or
failure so to act.
The Lease Trustee will cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in
27
which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent, it hereby so agrees to the extent
relevant), subject to the provisions of this Section 3.3, that such Paying Agent
will:
(i) hold all sums held by it for the payment of amounts due
with respect to the Senior Notes in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and pay such sums to such
Persons as herein provided;
(ii) give the Indenture Trustee notice of any default by the Lease
Trust of which it has actual knowledge (or any other obligor upon the
Senior Notes) in the making of any payment required to be made with
respect to the Senior Notes;
(iii) at any time during the continuance of any such default, upon
the written request of the Indenture Trustee, forthwith pay to the
Indenture Trustee all sums so held in trust by such Paying Agent;
(iv) immediately resign as a Paying Agent and forthwith pay to the
Indenture Trustee all sums held by it in trust for the payment of Senior
Notes if at any time it ceases to meet the standards required to be met
by a Paying Agent at the time of its appointment; and
(v) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Senior Notes of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.
The Lease Trustee may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee
all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by
such Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.
Subject to applicable laws with respect to escheat of funds,
any money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Senior Note and remaining
unclaimed for two years after such amount has become due and payable shall be
discharged from such trust and
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be paid to the Lease Trust on Issuer Request; and the Senior Noteholder of such
Senior Note shall thereafter, as an unsecured general creditor, look only to the
Lease Trust for payment thereof (but only to the extent of the amounts so paid
to the Lease Trust by the Indenture Trustee or the Paying Agent), and all
liability of the Indenture Trustee or such Paying Agent with respect to such
trust money shall thereupon cease; provided, however, that the Indenture Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Lease Trust cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Lease Trust. The Indenture
Trustee shall also adopt and employ, at the expense of the Lease Trust, any
other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Senior Noteholders whose Senior
Notes have been called but have not been surrendered for redemption or whose
right to or interest in moneys due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last
address of record for each such Senior Noteholder).
Section 3.4 Existence. The Lease Trust will keep in full
effect its existence, rights and franchises under the laws of its jurisdiction
of organization, and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Senior Notes, the
Collateral and the Indenture Trust Estate.
Section 3.5 Protection of Indenture Trust Estate. The Lease
Trustee on behalf of the Lease Trust will from time to time execute and deliver
all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:
(i) maintain or preserve the lien and security
interest (and the priority thereof) of this Indenture or carry out more
effectively the purposes hereof;
(ii) perfect, publish notice of or protect the
validity of any Grant made or to be made by this Indenture;
(iii) enforce any of the Collateral; or
(iv) preserve and defend title to the Indenture Trust
Estate and the rights of the Indenture Trustee and the Senior
Noteholders in such Indenture Trust Estate against the claims of all
Persons and parties.
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The Lease Trust hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required by the Indenture Trustee pursuant to this Section 3.5;
provided, however, that the Indenture Trustee shall be under no obligation to
prepare, file or monitor the need or the status of any such financing statement,
continuation statement or other instrument required under this Section 3.5.
Section 3.6 Opinions as to Indenture Trust Estate. (a)
Promptly after the execution of this Indenture, the Lease Trustee shall furnish
to the Indenture Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements and any other action that
may be required by law, as are necessary to perfect and make effective the lien
and security interest of this Indenture and reciting the details of such action,
or stating that, in the opinion of such counsel, no such action is necessary to
make such lien and security interest effective.
(b) On or before April 30 in each calendar year, beginning in
2001, the Lease Trustee shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements and any other action that may be required
by law as is necessary to maintain the lien and security interest created by
this Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until April 30 in the following calendar year.
Section 3.7 Performance of Obligations; Administration of
Specified Assets. (a) The Lease Trust will not take any action and will use its
best efforts not to permit any action to be taken by others, including but not
limited to the Administrative Agent, that would release any Person from any of
such Person's material covenants or obligations under any instrument or
agreement included in the Indenture Trust Estate
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or that would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any such instrument
or agreement, except as expressly provided in the Basic Documents.
(b) The Lease Trustee may contract with other Persons to
assist it in performing its duties under this Indenture, and any performance of
such duties by a Person identified to the Indenture Trustee in an Officers'
Certificate of the Lease Trustee shall be deemed to be action taken by the Lease
Trustee. The Administrative Agent shall assist the Lease Trustee in performing
its duties under this Indenture in accordance with the terms of the
Administrative Agency Agreement and the Series 2000-1 Supplement.
(c) The Lease Trust will, and shall cause the
Administrative Agent to, punctually perform and observe all of the Lease Trust's
obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Indenture Trust
Estate, including but not limited to filing or causing to be filed all UCC
financing statements and continuation statements required to be filed by the
terms of this Indenture and the other Basic Documents in accordance with and
within the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Lease Trust, as a party to the other Basic
Documents and as a Holder of the Series 2000-1 Certificates, shall not, and
shall cause the Administrative Agent not to, waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof without the consent of the
Indenture Trustee, to the extent applicable, or the Senior Noteholders of Senior
Notes evidencing not less than a majority of the Outstanding Amount of the
Senior Notes or such greater percentage as may be specified in the particular
provision.
(d) If the Lease Trustee shall have knowledge of the
occurrence of an event of default by the Administrative Agent under the
Administrative Agency Agreement ("Administrative Agent Default"), the Lease
Trustee shall promptly notify the Indenture Trustee and the Rating Agencies and
shall specify in such notice the action, if any, the Lease Trustee is taking in
respect of such default. If an Administrative Agent Default shall arise from the
failure of the Administrative Agent to perform any of its duties or obligations
under the Administrative Agency Agreement with respect to the Series 2000-1
Assets, the Lease Trustee shall take all reasonable steps available to it to
remedy such failure.
(e) Upon any termination of the Administrative Agent's
rights and powers pursuant to Section 8.1 or 8.3 of the Administrative Agency
Agreement or resignation of the Administrative Agent pursuant to Section 8.2 of
the Administrative Agency Agreement, the Lease Trustee shall promptly, but in
any event within two Business Days, notify the Indenture Trustee. As soon as a
substitute Administrative Agent is appointed pursuant to Section 8.1 of the
Administrative Agency Agreement or a successor Administrative Agent is appointed
pursuant to Section 8.3 of the
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Administrative Agency Agreement, the Lease Trustee shall notify the Indenture
Trustee of such appointment, specifying in such notice the name and address of
such substitute or successor Administrative Agent.
Section 3.8 Negative Covenants. So long as any Senior Notes
are Outstanding, the Lease Trust shall not:
(i) other than the lease of the Series 2000-1
Certificates pursuant to the Program Operating Lease, which lease is
subject to the lien of this Indenture, and except as expressly
permitted by this Indenture or the other Basic Documents, sell,
transfer, exchange or otherwise dispose of any of the properties or
assets of the Lease Trust, including those included in the Indenture
Trust Estate, unless directed to do so by the Indenture Trustee;
(ii) claim any credit on, or make any deduction from
the principal or interest payable in respect of, the Senior Notes
(other than amounts properly withheld from such payments under the Code
or applicable State law) or assert any claim against any present or
former Senior Noteholder by reason of the payment of the taxes levied
or assessed upon any part of the Indenture Trust Estate; or
(iii) (A) permit the validity or effectiveness of
this Indenture to be impaired, or permit the lien of this Indenture to
be amended, hypothecated, subordinated, terminated or discharged, or
permit any Person to be released from any covenants or obligations
under this Indenture except as may be expressly permitted hereby, (B)
permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance (other than the lien of this Indenture) to be created
on or extend to or otherwise arise upon or burden the Indenture Trust
Estate or any part thereof or any interest therein or the proceeds
thereof (other than tax liens, mechanics' liens and other liens that
arise by operation of law, in each case on any Series 2000-1 Assets and
arising solely as a result of an action or omission of the related
Lessee) or (C) permit the lien of this Indenture not to constitute a
valid first priority (other than with respect to any such tax,
mechanics' or other lien) security interest in the Indenture Trust
Estate.
Section 3.9 Annual Statement as to Compliance. The Lease
Trustee will deliver to the Indenture Trustee, within 120 days after the end of
each calendar year (commencing with the year 2000), an Officers' Certificate
stating, as to the Authorized Officer signing such Officers' Certificate, that:
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(i) a review of the activities of the Lease Trust
during such year and of performance under this Indenture has been made
under such Authorized Officer's supervision; and
(ii) to the best of such Authorized Officer's
knowledge, based on such review, the Lease Trust has complied with all
conditions and covenants under this Indenture throughout such year, or,
if there has been a default in the compliance of any such condition or
covenant, specifying each such default known to such Authorized Officer
and the nature and status thereof.
Section 3.10 No Other Activities. The Lease Trust shall not
engage in any activities other than financing, acquiring, owning, leasing
(subject to the lien of this Indenture), pledging and managing the Series 2000-1
Certificates in the manner contemplated by this Indenture and the other Basic
Documents and activities incidental thereto.
Section 3.11 No Borrowing. Other than as contemplated by the
Basic Documents, the Lease Trust shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness.
Section 3.12 Administrative Agent's Obligations. The Lease
Trust shall cause the Administrative Agent to comply with the terms and
provisions of the Basic Documents to which the Administrative Agent is a party.
Section 3.13 Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by or this Indenture or other Basic
Documents, the Lease Trust shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.
Section 3.14 Capital Expenditures. Except as contemplated by
the Basic Documents, the Lease Trust shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or
personalty).
Section 3.15 Notice of Events of Default. The Lease Trustee
agrees to give the Indenture Trustee and the Rating Agencies prompt written
notice of each Event of Default hereunder on the part of the Administrative
Agent and each Lease Event of Default on the part of RCL Trust 2000-1 as lessee
under the Program Operating Lease.
Section 3.16 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Lease Trustee, on behalf of the Lease Trust, will execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.
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ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.1 Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Senior Notes
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Senior Notes, (iii) rights
of Senior Noteholders to receive payments of principal thereof and interest
thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10 and 3.11, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.6 and the obligations of the
Indenture Trustee under Section 4.2) and (vi) the rights of Senior Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand and at the expense and on behalf of the Lease Trust, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when
(A) either
(1) all Senior Notes theretofore authenticated and
delivered (other than (i) Senior Notes that have been
mutilated, destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (ii) Senior
Notes for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Lease Trust
and thereafter repaid to the Lease Trust or discharged from
such trust, as provided in Section 3.3) have been delivered to
the Indenture Trustee for cancellation; or
(2) all Senior Notes not theretofore delivered to the
Indenture Trustee for cancellation
(i) have become due and payable,
(ii) will become due and payable at their Stated
Maturity within one year, or
(iii) are to be called for redemption within one year
under arrangements satisfactory to the Indenture Trustee for the giving
of notice of redemption by the Indenture Trustee in the name, and at
the expense, of the Lease Trust,
and the Lease Trust, in the case of (i), (ii) or
(iii) above, has (x) received an Opinion of Counsel to the effect that
the release of the Collateral or the release of the Lease Trust from
the liability hereunder will not be treated
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as a repayment of the Senior Notes or an exchange pursuant to Section
1001 of the Code and (y) irrevocably deposited or caused to be
irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable),
in trust for such purpose, in an amount sufficient without reinvestment
to pay and discharge the entire indebtedness on such Senior Notes
(including interest) not theretofore delivered to the Indenture Trustee
for cancellation when due to their Stated Maturity or Redemption Date
(if Senior Notes shall have been called for redemption pursuant to
Section 10.1), as the case may be, and all fees due and payable to the
Lease Trustee or the Indenture Trustee;
(B) the Lease Trust has paid or caused to be paid all other
sums payable hereunder by the Lease Trust; and
(C) the Lease Trustee has delivered to the Indenture Trustee
an Officers' Certificate, an Opinion of Counsel and (if required to by
the TIA or the Indenture Trustee) an Independent Certificate from a
firm of certified public accountants, each meeting the applicable
requirements of Section 11.1 and each stating that all conditions
precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.
Section 4.2 Application of Trust Money. All moneys deposited
with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Senior Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Senior Noteholders of the particular
Senior Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee of all sums due and to become due thereon
for principal and interest, but such moneys need not be segregated from other
funds except to the extent required herein or in the Administrative Agency
Agreement or required by law.
Section 4.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Senior Notes, all moneys then held by any Paying Agent other than the
Indenture Trustee under the provisions of this Indenture with respect to such
Senior Notes shall, upon demand of the Lease Trustee, be paid to the Indenture
Trustee to be held and applied according to Section 3.3 and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.
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ARTICLE V
DEFAULTS AND REMEDIES
Section 5.1 Early Amortization Events. "Early Amortization
Event," wherever used herein, means any one of the following events:
(i) failure by the Administrative Agent (a) to make
any payment or deposit required under the Basic Documents within five
Business Days after the date such payment or deposit is required to be
made, or (b) to deliver an Administrative Agent's Certificate within
ten Business Days after the date required in the Administrative Agency
Agreement;
(ii) failure by the Administrative Agent to observe
or perform in any material respect any covenant or agreement made by
the Administrative Agent in any Basic Documents to which it is a party
(other than the failure by the Administrative Agent to observe or
perform a covenant or agreement, which is elsewhere in this Section 5.1
specifically dealt with), or any representation or warranty of the
Administrative Agent made in any Basic Document to which it is a party
or in any certificate or other writing delivered pursuant hereto or
thereto or in connection herewith or therewith proving to have been
incorrect in any material respect as of the time when the same shall
have been made, and such failure shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or
warranty was incorrect shall not have been eliminated or otherwise
cured, for a period of 60 days or in the case of a materially incorrect
representation or warranty, 30 days, after there shall have been given,
by registered or certified mail, to the Administrative Agent by the
Indenture Trustee or to the Administrative Agent and the Indenture
Trustee by the Senior Noteholders holding not less than 25% of the
Outstanding Amount of the Senior Notes, a written notice specifying
such default or incorrect representation or warranty and requiring it
to be remedied and stating that such notice is a "Notice of Early
Amortization Event" hereunder;
(iii) the occurrence of an Insolvency Event with
respect to the Administrative Agent;
(iv) the occurrence of an Event of Default;
(v) creation of any lien ranking prior to or on a
parity with the lien of this Indenture with respect to any part of the
Lease Trust Estate, which lien is not released within 60 days of its
creation;
36
(vi) the Commission or other regulatory body having
jurisdiction reaches a final determination that the Lease Trust or any
Titling Company becomes subject to registration as an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended;
(vii) with respect to any Collection Period during
the Revolving Period, the percentage equivalent of a fraction, (x) the
numerator of which is the Excess Cash Amount as of the first day of the
Collection Period, and (y) the denominator of which is the Bond
Balance, is more than [0.5]%;
(viii) on any Payment Date the Cash Collateral Amount
is less than [95]% of the Required Cash Collateral Amount;
(ix) with respect to any 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, is greater than [2.5]%;
(x) with respect to any three consecutive Collection
Periods, the average of a fraction calculated for each such Collection
Period, the numerator of which is the aggregate Securitization Value as
of the last day of such Collection Period of 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, is greater than [1.5]%; or
(xi) with respect to any 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, is greater than [20]%.
The Lease Trustee shall, or shall cause the Administrative
Agent to, deliver to the Indenture Trustee, within five days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event which a Responsible Officer
37
of the Lease Trustee has actual knowledge of and which, with the giving of
notice and the lapse of time, would become an Early Amortization Event under
clause (ii) above, its status and what action the Lease Trustee or the
Administrative Agent is taking or proposes to take with respect thereto.
Upon the occurrence of the Early Amortization Event described
in clause (ii), after the applicable grace period set forth in such clause, the
Indenture Trustee, acting at the direction of Senior Noteholders holding not
less than a majority of the Outstanding Amount of the Senior Notes, may declare
by notice then given in writing to the Administrative Agent, the Titling Company
Agent, the Lease Trustee and the RCL Trustee (with a copy to each Rating Agency)
that the Early Amortization Period shall have commenced and that the payment of
principal on the Senior Notes, the Subordinated Notes and the Lease Trust
Certificates in accordance with Section 8.4(c) shall commence on the following
Payment Date. Upon the occurrence of any of the Early Amortization Events
described in clause (i) and clauses (iii) through (xi), the Amortization Period
shall commence without further action by the Indenture Trustee or the Senior
Noteholders and payment of principal on the Senior Notes, the Subordinated Notes
and the Lease Trust Certificates in accordance with Section 8.4(c) shall
commence on the following Payment Date.
Section 5.2 Events of Default. "Event of Default," wherever
used herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(i) default in the payment of any interest on any
Senior Note when the same becomes due and payable on each Payment Date,
and such default shall continue for a period of five days;
(ii) default in the payment of the principal of any
Senior Note at Stated Maturity or upon the Redemption Date;
(iii) the occurrence of a Lease Event of Default;
(iv) default in the observance or performance of any
covenant or agreement of the Lease Trust made in this Indenture (other
than a covenant or agreement, a default in the observance or
performance of which is elsewhere in this Section 5.2 specifically
dealt with), or any representation or warranty of the Lease Trust made
in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall
have been made, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or
warranty was incorrect
38
shall not have been eliminated or otherwise cured, for a period of 90
days or in the case of a materially incorrect representation or
warranty, 60 days, after there shall have been given, by registered or
certified mail, to the Lease Trustee by the Indenture Trustee or to the
Lease Trustee and the Indenture Trustee by the Senior Noteholders
holding not less than 25% of the Outstanding Amount of the Senior
Notes, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder;
(v) the filing of a decree or order for relief by a
court having jurisdiction in the premises in respect of the Lease Trust
or any substantial part of the Indenture Trust Estate in an involuntary
case under any applicable federal or State bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Lease Trust or for any substantial part of the
Indenture Trust Estate, or the winding-up or liquidation of the Lease
Trust's affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or
(vi) the commencement by the Lease Trust of a
voluntary case under any applicable federal or State bankruptcy,
insolvency or other similar law now or hereafter in effect, or the
consent by the Lease Trust to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Lease Trust
to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the
Lease Trust or for any substantial part of the Indenture Trust Estate,
or the making by the Lease Trust of any general assignment for the
benefit of creditors, or the failure by the Lease Trust generally to
pay its debts as such debts become due, or the taking of action by the
Lease Trust in furtherance of any of the foregoing.
The Lease Trustee shall deliver to the Indenture Trustee,
within five days after the occurrence thereof, written notice in the form of an
Officers' Certificate of any event which a Responsible Officer of the Lease
Trustee has actual knowledge of and which, with the giving of notice and the
lapse of time, would become an Event of Default under clauses (iv) and (v)
above, its status and what action the Lease Trustee is taking or proposes to
take with respect thereto.
Section 5.3 Notice of Events of Default; Potential Event of
Default; Early Amortization Events; Potential Early Amortization Events. (a) If
an Event of
39
Default or an Early Amortization Event occurs and is continuing and if it is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall notify the Rating Agencies and mail to each Senior Noteholder notice of
the occurrence of the Event of Default or Early Amortization Event within two
Business Days after the Responsible Officer of the Indenture Trustee had
knowledge of the occurrence of the Event of Default or Early Amortization Event.
(b) If a Potential Event of Default or a Potential Early
Amortization Event occurs and is continuing and if it is known to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall notify the Rating
Agencies and mail to each Senior Noteholder notice of the occurrence of the
Potential Event of Default or Potential Early Amortization Event within 30 days
after the Responsible Officer of the Indenture Trustee had knowledge of the
occurrence of the Potential Event of Default or Potential Early Amortization
Event.
Section 5.4 Acceleration of Maturity; Rescission and
Annulment. If an Event of Default should occur and be continuing, then and in
every such case the Indenture Trustee or the Senior Noteholders of Senior Notes
evidencing not less than a majority of the Outstanding Amount of the Senior
Notes may declare all the Senior Notes to be immediately due and payable, by a
notice in writing to the Lease Trustee (and to the Indenture Trustee if given by
Senior Noteholders), and upon any such declaration the unpaid principal amount
of such Senior Notes, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable.
At any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter set forth in this Article
V, the Senior Noteholders of Senior Notes evidencing not less than a majority of
the Outstanding Amount of the Senior Notes, by written notice to the Lease
Trustee and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:
(i) the Lease Trust has paid or deposited with the
Indenture Trustee a sum sufficient to pay
(A) all payments of principal of and interest on all
Senior Notes and all other amounts that would then be due
hereunder or upon such Senior Notes if the Event of Default
giving rise to such acceleration had not occurred; and
40
(B) all sums paid or advanced by the Indenture
Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its
agents and counsel; and
(ii) all Events of Default, other than the nonpayment
of the principal of the Senior Notes that has become due solely by such
acceleration, have been cured or waived as provided in Section 5.14.
No such rescission shall affect any subsequent default or
impair any right consequent thereto.
Section 5.5 Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee. (a) The Lease Trust covenants that if (i)
default is made in the payment of any interest on any Senior Note when the same
becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the principal of any Senior Note at
Stated Maturity or the Redemption Date, the Lease Trust will, upon demand of the
Indenture Trustee, pay to it, for the benefit of such Senior Noteholders, the
whole amount then due and payable on such Senior Notes for principal and
interest, with interest upon the overdue principal, and, to the extent payment
at such rate of interest shall be legally enforceable, upon overdue installments
of interest, at the applicable Senior Note Interest Rate borne by the Senior
Notes and in addition thereto such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents, attorneys and counsel.
(b) In case the Lease Trust shall fail forthwith to pay such
amounts upon such demand, the Indenture Trustee, in its own name and as trustee
of an express trust, may institute a Proceeding for the collection of the sums
so due and unpaid, and may prosecute such Proceeding to judgment or final
decree, and may enforce the same against the Lease Trust or other obligor upon
such Senior Notes and collect in the manner provided by law out of the property
of the Lease Trust or other obligor upon Such Senior Notes, wherever situated,
the moneys adjudged or decreed to be payable.
(c) If an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.6, in its
discretion, proceed to protect and enforce its rights and the rights of the
Senior Noteholders, by such appropriate Proceedings as the Indenture Trustee
shall deem most effective to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law; provided that the Series 2000-1 Certificates may be sold
only as provided in Section 5.6 of this Indenture, Section 11.1(c) of the
Program Operating Lease, Section 6.5 of the Lease Trust Agreement or Section 7.1
of
41
the Series 2000-1 Supplement.
(d) In case there shall be pending, relative to the Lease
Trust or any other obligor upon the Senior Notes or any Person having or
claiming an ownership interest in the Indenture Trust Estate, Proceedings under
Title 11 of the United States Code or any other applicable federal or State
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Lease Trust or
its property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Lease Trust or other obligor upon the
Senior Notes, or to the creditors or property of the Lease Trust or such other
obligor, the Indenture Trustee, irrespective of whether the principal of any
Senior Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section 5.5, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:
(i) to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the
Senior Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Indenture
Trustee (including any claim for reasonable compensation to the
Indenture Trustee and each predecessor Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances and disbursements
made, by the Indenture Trustee and each predecessor Indenture Trustee,
except as a result of negligence or bad faith) and of the Senior
Noteholders allowed in such Proceedings;
(ii) unless prohibited by applicable law and
regulations, to vote on behalf of the Senior Noteholders in any
election of a trustee, a standby trustee or Person performing similar
functions in any such Proceedings;
(iii) to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute
all amounts received with respect to the claims of the Senior
Noteholders and of the Indenture Trustee on their behalf; and
(iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims
of the Indenture Trustee or the Senior Noteholders allowed in any
judicial proceedings relative
42
to the Lease Trust, its creditors and its property;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Senior Noteholders to
make payments to the Indenture Trustee, and, in the event that the Indenture
Trustee shall consent to the making of payments directly to such Senior
Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient
to cover reasonable compensation to the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances and disbursements
made, by the Indenture Trustee and each predecessor Indenture Trustee except as
a result of negligence or bad faith, and any other amounts due the Indenture
Trustee under Section 6.6.
(e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Senior Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Senior Notes or the rights of any
related Senior Noteholder or to authorize the Indenture Trustee to vote in
respect of the claim of any Senior Noteholder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.
(f) All rights of action and of asserting claims under this
Indenture, or under any of the Senior Notes, may be enforced by the Indenture
Trustee without the possession of any of the Senior Notes or the production
thereof in any trial or other Proceedings relative thereto, and any such action
or Proceedings instituted by the Indenture Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, advances, disbursements and compensation of the
Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel shall be for the ratable benefit of the Senior
Noteholders in respect of which such judgment has been recovered.
(g) In any Proceedings brought by the Indenture Trustee (and
also any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all the Senior Noteholders, and it shall not
be necessary to make any Senior Noteholder a party to any such Proceedings.
Section 5.6 Remedies; Priorities. (a) If an Event of Default
shall have occurred and be continuing, the Indenture Trustee may do one or more
of the following (subject to Section 5.7):
(i) institute Proceedings in its own name and as
trustee of an express trust for the collection of all amounts then
payable on the Senior Notes
43
or under this Indenture with respect thereto, whether by declaration or
otherwise, enforce any judgment obtained, and collect from the Lease
Trust and any other obligor upon such Senior Notes moneys adjudged due;
(ii) institute Proceedings from time to time for the complete
or partial foreclosure of this Indenture with respect to the Indenture
Trust Estate;
(iii) exercise any remedies of a secured party under the UCC
and take any other appropriate action to protect and enforce the rights
and remedies of the Indenture Trustee and the Senior Noteholders; and
(iv) after a declaration of acceleration of the maturity of the
Senior Notes pursuant to Section 5.4, sell the Indenture Trust Estate
or any portion thereof or rights or interest therein, at one or more
public or private sales called and conducted in any manner permitted by
law;
provided, however, the Indenture Trustee may not sell or otherwise
liquidate the Indenture Trust Estate following an Event of Default,
other than an Event of Default described in Section 5.2(i) or (ii),
unless (A) Senior Noteholders holding 100% of the Outstanding Amount of
the Senior Notes consent thereto, (B) the proceeds of such sale or
liquidation are sufficient to discharge in full all amounts then due
and unpaid upon the Senior Notes for principal and interest and all
amounts payable to the Subordinated Noteholders and the Lease Trust
Certificateholders or (C) the Indenture Trustee determines (but shall
have no obligation to make such determination) that the Indenture Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Senior Notes as they would have become
due if the Senior Notes had not been declared due and payable, and the
Indenture Trustee obtains the consent of Senior Noteholders holding not
less than 66-2/3% of the Outstanding Amount of the Senior Notes,
provided further that the Indenture Trustee may not sell the Indenture
Trust Estate unless it shall first have obtained an Opinion of Counsel
that such sale will not cause any Titling Company or an interest
therein or portion thereof to be classified as an association (or
publicly traded partnership) taxable as a corporation for federal
income tax purposes. In determining such sufficiency or insufficiency
with respect to clauses (B) and (C), the Indenture Trustee may, but
need not, obtain, at the expense of the Lease Trust, and rely upon an
opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and
as to the sufficiency of the Indenture Trust Estate for such purpose.
44
(b) If the Indenture Trustee collects any money or property
pursuant to this Article V upon sale of the Indenture Trust Estate, it shall pay
out such money or property held as Collateral for the benefit of the Senior
Noteholders in the following order:
FIRST: to the Indenture Trustee for all amounts due under
Section 6.6;
SECOND: to the Administrative Agent for reimbursement of all
outstanding Sale Proceeds Advances and Monthly Payment Advances;
THIRD: to the Administrative Agent for due and unpaid Series
2000-1 Administrative Fees;
FOURTH: to Senior Noteholders for amounts due and unpaid on
the Senior Notes for interest plus interest on any defaulted interest
at the applicable Senior Note Interest Rate, in respect of which or for
the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and
payable on the Senior Notes for interest;
FIFTH: to the Lease Trust Distribution Account for amounts due
and unpaid on the Subordinated Notes for interest plus interest on any
overdue interest at the Subordinated Note Interest Rate, in respect of
which or for the benefit of which such money has been collected;
SIXTH: to the Lease Trust Distribution Account for amounts due
and unpaid on the Lease Trust Certificates for interest plus interest
on any overdue interest at the Certificate Interest Rate, in respect of
which or for the benefit of which such money has been collected;
SEVENTH: to the Senior Noteholders of Class A-1 Senior Notes,
the Senior Noteholders of Class A-2 Senior Notes, the Senior
Noteholders of Class A-3 Senior Notes, the Senior Noteholders of Class
A-4 Senior Notes and the Senior Noteholders of Class A-5 Senior Notes
in payment of the principal amount due and unpaid on the Senior Notes,
ratably, without preference or priority of any kind, according to the
principal amount due and payable on the Class A-1 Senior Notes, the
Class A-2 Senior Notes, the Class A-3 Senior Notes, the Class A-4
Senior Notes and the Class A-5 Senior Notes; and
45
EIGHTH: to the Lease Trustee for distributions in respect of
principal to the Subordinated Noteholders and the Lease Trust
Certificateholders in accordance with the terms of the Subordinated
Notes, the Lease Trust Certificates and the Lease Trust Agreement;
provided, however, that any money or property deposited to the Cash Collateral
Account pursuant to Section 6.5 of the Program Operating Lease and clause FIFTH,
shall be withdrawn by the Indenture Trustee and paid out in accordance with
clauses FIFTH, SIXTH, SEVENTH and EIGHTH above, in that order of priority.
The Indenture Trustee may fix a record date and payment date
for any payment to Senior Noteholders pursuant to this Section 5.6(b). At least
15 days before such record date, the Lease Trustee shall mail to each Senior
Noteholder and the Indenture Trustee a notice that states the record date, the
payment date and the amount to be paid.
Section 5.7 Optional Preservation of the Series 2000-1 Assets.
If the Senior Notes have been declared to be due and payable under Section 5.4
following an Event of Default and such declaration and its consequences have not
been rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Indenture Trust Estate. It is the desire of the
parties hereto and the Senior Noteholders that there be at all times sufficient
funds for the payment of principal of and interest on the Senior Notes, and the
Indenture Trustee shall take such desire into account when determining whether
or not to maintain possession of the Indenture Trust Estate. In determining
whether to maintain possession of the Indenture Trust Estate, the Indenture
Trustee may, but need not, obtain at the expense of the Lease Trust and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate for such purpose.
Section 5.8 Limitation of Suits. No Senior Noteholder shall
have any right to institute any Proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:
(i) such Senior Noteholder has previously given
written notice to the Indenture Trustee of a continuing Event of
Default;
(ii) Senior Noteholders holding not less than 25% of
the Outstanding Amount of the Senior Notes have made written request to
the
46
Indenture Trustee to institute such Proceeding in respect of such Event
of Default in its own name as Indenture Trustee hereunder;
(iii) such Senior Noteholder or Senior Noteholders
have offered to the Indenture Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in complying with such
request;
(iv) the Indenture Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to
institute such Proceedings; and
(v) no direction inconsistent with such written
request has been given to the Indenture Trustee during such 60-day
period by the Senior Noteholders holding not less than a majority of
the Outstanding Amount of the Senior Notes;
it being understood and intended that no Senior Noteholder, or group of Senior
Noteholders, shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Senior Noteholders or to obtain or to seek to obtain
priority or preference over any other Senior Noteholders or to enforce any right
under this Indenture, except in the manner herein provided.
In the event the Indenture Trustee shall receive conflicting
or inconsistent requests and indemnity from two or more groups of Senior
Noteholders, each representing less than a majority of the Outstanding Amount of
the Senior Notes, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of
this Indenture.
Section 5.9 Unconditional Rights of Senior Noteholders To
Receive Principal and Interest. Notwithstanding any other provisions in this
Indenture, any Senior Noteholder shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
its Senior Note on or after the respective due dates thereof expressed in such
Senior Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Senior
Noteholder.
Section 5.10 Restoration of Rights and Remedies. If the
Indenture Trustee or any Senior Noteholder has instituted any Proceeding to
enforce any right or
47
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Senior Noteholder, then and in every such case the Lease
Trust, the Indenture Trustee and the Senior Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Senior Noteholders shall continue as though no such
Proceeding had been instituted.
Section 5.11 Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Indenture Trustee or to the
Senior Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
Section 5.12 Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee or any Senior Noteholder to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee or to the Senior Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Senior Noteholders, as the case may be.
Section 5.13 Control by Senior Noteholders. The Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with
respect to the Senior Notes or exercising any trust or power conferred on the
Indenture Trustee; provided that
(i) such direction shall not be in conflict with any
rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.6, any
direction to the Indenture Trustee to sell or liquidate the Indenture
Trust Estate shall be by the Senior Noteholders holding not less than
100% of the Outstanding Amount of the Senior Notes;
(iii) if the conditions set forth in Section 5.7 have
been satisfied and the Indenture Trustee elects to retain the Indenture
Trust Estate pursuant to such Section 5.7, then any direction to the
Indenture Trustee by Senior Noteholders holding less than 100% of the
Outstanding Amount of the Senior Notes to sell or liquidate the
Indenture Trust Estate shall be of no force and
48
effect; and
(iv) the Indenture Trustee may take any other action
deemed proper by the Indenture Trustee that is not inconsistent with
such direction;
provided, however, that the Indenture Trustee need not take any action that it
determines might expose it to personal liability or might materially adversely
affect or unduly prejudice the rights of any Senior Noteholders not consenting
to such action.
Section 5.14 Waiver. Prior to the declaration of the
acceleration of the maturity of the Senior Notes as provided in Section 5.4,
Senior Noteholders holding not less than a majority of the Outstanding Amount of
the Senior Notes may waive any past Event of Default and its consequences except
an Event of Default (a) in payment of principal of or interest on any of the
Senior Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of each Senior Noteholder. In the case
of any such waiver, the Lease Trust, the Indenture Trustee and the Senior
Noteholders shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Event
of Default or impair any right consequent thereto.
Upon any such waiver, such Event of Default shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereto.
No waiver of an Event of Default pursuant to this Section 5.14
shall constitute a waiver of any Early Amortization Event.
Section 5.15 Undertaking for Costs. All parties to this
Indenture agree, and each Senior Noteholder by such Senior Noteholder's
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.15 shall not apply to (a) any suit
instituted by the Indenture Trustee, (b) any suit instituted by any Senior
Noteholder, or group of Senior Noteholders, in each case holding in the
aggregate more than 10% of the Outstanding
49
Amount of the Senior Notes or (c) any suit instituted by any Senior Noteholder
for the enforcement of the payment of principal of or interest on any Senior
Note on or after the respective Stated Maturity expressed in such Senior Note
and in this Indenture (or, in the case of redemption, on or after the Redemption
Date).
Section 5.16 Waiver of Stay or Extension Laws. The Lease Trust
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of
this Indenture; and the Lease Trust (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
Section 5.17 Action on Senior Notes. The Indenture Trustee's
right to seek and recover judgment on the Senior Notes or under this Indenture
shall not be affected by the seeking, obtaining or application of any other
relief under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Senior
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Lease Trust or by the levy of any execution under such
judgment upon any portion of the Indenture Trust Estate or upon any of the
assets of the Lease Trust.
Section 5.18 Performance and Enforcement of Certain
Obligations. (a) Promptly following a request from the Indenture Trustee to do
so, the Lease Trustee, on behalf of and at the expense of the Lease Trust,
agrees to take all such lawful action as the Indenture Trustee may reasonably
request to compel or secure the performance and observance by RCL Trust 2000-1
and the Administrative Agent, as applicable, of each of their obligations to the
Lease Trust under or in connection with the Program Operating Lease and the
Administrative Agency Agreement, respectively, in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Lease Trust under or in connection with each such
agreement to the extent and in the manner reasonably directed by the Indenture
Trustee, including the transmission of notices of default on the part of RCL
Trust 2000-1 or the Administrative Agent, as the case may be, thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by RCL Trust 2000-1 or the Administrative Agent, as the case
may be, of its obligations under the Program Operating Lease or the
Administrative Agency Agreement, as applicable.
(b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes shall, exercise all rights, remedies, powers, privileges and claims
of the Lease Trust against the RCL Trustee and the Administrative Agent under or
in connection with the Program Operating Lease and the Administrative Agency
Agreement as supplemented by the respective Series 2000-1 Supplement,
respectively, including the right or power to take any action to compel or
secure performance or observance by RCL Trust 2000-1 or the Administrative
Agent, as the case may be, of its obligations to the Lease Trust thereunder and
to give any consent, request, notice, direction, approval, extension or waiver
under the Program Operating Lease or the Administrative Agency Agreement, and
any right of the Lease Trust to take such action shall be suspended.
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ARTICLE VI
THE INDENTURE TRUSTEE
Section 6.1 Duties of Indenture Trustee. (a) If an Event of
Default has occurred and is continuing, the Indenture Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.
(b) Except during the continuance of an Event of Default:
(i) the Indenture Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into
this Indenture against the Indenture Trustee; and
(ii) in the absence of bad faith on its part, the
Indenture Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and
conforming to the requirements of this Indenture; provided, however,
that the Indenture Trustee shall examine any such certificates and
opinions, which by any provision hereof are specifically required to be
furnished to the Indenture Trustee, to determine whether or not they
conform to the requirements of this Indenture.
(c) The Indenture Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act or its own wilful
misconduct, except
51
that:
(i) this paragraph does not limit the effect of
Section 6.1(b);
(ii) the Indenture Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer
unless it is proved that the Indenture Trustee was negligent in
ascertaining the pertinent facts; and
(iii) the Indenture Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 5.13.
(d) Every provision of this Indenture that in any way relates
to the Indenture Trustee is subject to Sections 6.1(a), (b), (c) and (g).
(e) The Indenture Trustee shall not be liable for interest on
any money received by it except as the Indenture Trustee may agree in writing
with the Lease Trustee.
(f) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of
this Indenture or the Administrative Agency Agreement.
(g) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayments of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and to the provisions of
the TIA.
(i) The Indenture Trustee shall not be deemed to have
knowledge of any Potential Event of Default or Potential Early Amortization
Event or other event unless a Responsible Officer has actual knowledge thereof
or has received written notice thereof in accordance with the provisions of this
Indenture.
Section 6.2 Rights of Indenture Trustee. (a) The Indenture
Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution,
52
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper Person. The Indenture
Trustee need not investigate any fact or matter stated in any such document.
(b) Before the Indenture Trustee acts or refrains from acting,
it may require an Officers' Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officers' Certificate or Opinion of Counsel.
(c) The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part of, or for
the supervision of, the Administrative Agent, any co-trustee or separate trustee
appointed in accordance with the provisions of Section 6.9 or any other such
agent, attorney, custodian or nominee appointed with due care by it hereunder.
(d) The Indenture Trustee shall not be liable for any action
it takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that the Indenture Trustee's
conduct does not constitute wilful misconduct, negligence or bad faith.
(e) The Indenture Trustee may consult with counsel, and the
advice of such counsel or any Opinion of Counsel relating to this Indenture and
the Senior Notes shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.
(f) The Indenture Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture or to honor
the request or direction of any of the Senior Noteholders pursuant to this
Indenture unless such Senior Noteholders shall have offered to the Indenture
Trustee reasonable security or indemnity against the reasonable costs, expenses,
disbursements, advances and liabilities which might be incurred by it, its
agents and its counsel in compliance with such request or direction.
(g) Any request or direction of the Lease Trust mentioned
herein shall be sufficiently evidenced by an Issuer Request.
Section 6.3 Individual Rights of Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Senior Notes and may otherwise deal with the Lease Trust or its
Affiliates with the same rights it would have if it were not Indenture Trustee.
Any Paying Agent, Senior
53
Note Registrar, co-registrar, co-paying agent, co-trustee or separate trustee
may do the same with like rights. However, the Indenture Trustee must comply
with Section 6.10.
Section 6.4 Indenture Trustee's Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Senior Notes, it shall not be
accountable for the Lease Trust's use of the proceeds from the Senior Notes, and
it shall not be responsible for any statement in the Indenture or in any
document issued in connection with the sale of the Senior Notes or in the Senior
Notes, all of which shall be taken as the statements of the Lease Trust, other
than the Indenture Trustee's certificate of authentication.
Section 6.5 Reports by Indenture Trustee to Senior
Noteholders. The Indenture Trustee shall deliver, if provided to the Indenture
Trustee by the Lease Trust, to each Senior Noteholder such information as may be
required to enable such holder to prepare its federal and state income tax
returns.
Section 6.6 Compensation and Indemnity. Pursuant to Section
4.1 of the Series 2000-1 Supplement, the Administrative Agent shall pay to the
Indenture Trustee from time to time reasonable compensation for its services
rendered by it hereunder and reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses, advances and disbursements incurred or made by it,
including costs of collection. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The
expenses of the Indenture Trustee to be reimbursed shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Lease Trust shall, or shall cause
the Administrative Agent to, indemnify the Indenture Trustee individually or in
its capacity as Indenture Trustee for, and to hold it harmless against, any and
all loss, liability or expense (including attorneys' fees) incurred by it in
connection with the acceptance or the administration of this trust and the
performance of its duties hereunder including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Indenture Trustee
shall notify the Lease Trustee and the Administrative Agent promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Lease Trustee and the Administrative Agent shall not relieve the
Lease Trust or the Administrative Agent of its obligations hereunder. The Lease
Trust shall or shall cause the Administrative Agent to defend the claim if so
requested by the Indenture Trustee and the Indenture Trustee may have separate
counsel and the Lease Trust shall or shall cause the Administrative Agent to pay
the fees and expenses of such counsel.
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Neither the Lease Trust nor the Administrative Agent need reimburse any expense
or indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own wilful misconduct, negligence or bad
faith.
The Lease Trust's payment obligations to the Indenture Trustee
pursuant to this Section 6.6 shall survive the discharge of this Indenture. When
the Indenture Trustee incurs expenses after the occurrence of a Potential Event
of Default set forth in Section 5.2(v) or (vi) with respect to the Lease Trust,
the expenses are intended to constitute expenses of administration under Title
11 of the United States Code or any other applicable federal or State
bankruptcy, insolvency or similar law.
Section 6.7 Replacement of Indenture Trustee. Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes may remove the Indenture Trustee without cause by so notifying the
Lease Trustee and the Indenture Trustee and following such removal may appoint a
successor Indenture Trustee. The Indenture Trustee may resign at any time by so
notifying the Lease Trustee and the Senior Noteholders. The Lease Trustee shall
remove the Indenture Trustee if:
(i) the Indenture Trustee fails to comply with Section
6.10;
(ii) the Indenture Trustee is adjudged to be a
bankrupt or insolvent;
(iii) a receiver or other public officer takes charge
of the Indenture Trustee or its property; or
(iv) the Indenture Trustee otherwise becomes incapable
of acting.
If the Indenture Trustee resigns or is removed by Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes or by the Lease Trustee or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being
referred to herein as the retiring Indenture Trustee), the Lease Trustee shall
promptly appoint a successor Indenture Trustee.
A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee and to the Lease
Trustee. Thereupon, if all sums due the retiring Indenture Trustee pursuant to
Section 6.6 have been paid in full, the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee,
without any further act, deed or conveyance, shall have all the rights, powers
and duties of the Indenture Trustee under this Indenture subject to satisfaction
of the Rating Agency Condition. The successor Indenture Trustee shall mail a
notice of its succession to Senior Noteholders, which
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shall include the name of the successor Indenture Trustee and the address of its
principal corporate trust office. If all sums due the retiring Indenture Trustee
pursuant to Section 6.6 have been paid in full, the retiring Indenture Trustee
shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee.
If a successor Indenture Trustee does not take office within
60 days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Lease Trust or Senior Noteholders holding not less than a
majority of the Outstanding Amount of the Senior Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.
If the Indenture Trustee fails to comply with Section 6.10,
any Senior Noteholder who has been a bona fide Senior Noteholder for at least
six months may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.
Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to any of the provisions
of this Section 6.7 shall not become effective until acceptance of appointment
by the successor Indenture Trustee pursuant to this Section 6.7 and payment in
full of all sums due to the retiring Indenture Trustee pursuant to Section 6.6.
Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section 6.7, the Lease Trust's and the Administrative Agent's obligations under
Section 6.6 shall continue for the benefit of the retiring Indenture Trustee.
Section 6.8 Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another Person
or banking association, the resulting, surviving or transferee Person without
any further act shall be the successor Indenture Trustee; provided that such
Person or banking association shall be otherwise qualified and eligible under
Section 6.10. The Indenture Trustee shall provide the Rating Agencies prior
written notice of any such transaction.
In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Senior Notes shall have been authenticated
but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Senior Notes so authenticated; and in case at that time any of the Senior Notes
shall not have been authenticated, any successor to the Indenture Trustee may
authenticate such Senior Notes either in the name of any
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predecessor hereunder or in the name of the successor to the Indenture Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Senior Notes or in this Indenture provided that the certificate
of the Indenture Trustee shall have.
Section 6.9 Appointment of Co-Indenture Trustee or Separate
Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture,
at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any of the Collateral may at the time be located, the
Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Collateral, and to vest in such Person or Persons, in such capacity and for the
benefit of the Senior Noteholders, such title to the Collateral, or any part
hereof, and, subject to the other provisions of this Section 6.9 , such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.10 and no notice to Senior Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.7.
(b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all rights, powers, duties and obligations
conferred or imposed upon the Indenture Trustee shall be conferred or
imposed upon and exercised or performed by the Indenture Trustee and
such separate trustee or co-trustee jointly (it being understood that
such separate trustee or co-trustee is not authorized to act separately
without the Indenture Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular
act or acts are to be performed the Indenture Trustee shall be
incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of
title to the Indenture Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture
Trustee;
(ii) no separate trustee or co-trustee hereunder
shall be personally liable by reason of any act or omission of any
other trustee hereunder; and
57
(iii) the Indenture Trustee may at any time accept
the resignation of or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the
Indenture Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Indenture Trustee or separately, as may be provided therein,
subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the liability
of, or affording protection to, the Indenture Trustee. Every such instrument
shall be filed with the Indenture Trustee.
(d) Any separate trustee or co-trustee may at any time
constitute the Indenture Trustee, its agent or attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under
or in respect of this Indenture on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
Section 6.10 Eligibility; Disqualification. The Indenture
Trustee shall at all times satisfy the requirements of TIA Section 310(a), shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and shall have a long-term debt
rating of investment grade or better by the Rating Agencies. The Indenture
Trustee shall comply with TIA Section 310(b).
Section 6.11 Preferential Collection of Claims Against Lease
Trust. The Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.
Section 6.12 Indenture Trustee as Holder of Series 2000-1
Certificates. So long as any Senior Notes are Outstanding, to the extent that
the Lease Trustee has rights as a "Holder" of the Series 2000-1 Certificates or
is entitled to consent to any actions taken by RCL Trust 2000-1 or the holders
of the Lease Trust Certificates issued to RCL Trust 2000-1 on the Closing Date,
the Lease Trustee may initiate such action or grant such consent only with
consent of the Indenture Trustee. To the extent that the Indenture Trustee has
rights as a "Holder" of the Series 2000-1 Certificates, or has the right to
consent or withhold consent with respect to actions taken by RCL Trust 2000-1 or
the holders of the Lease Trust Certificates issued to RCL Trust 2000-1 on the
Closing Date or the Lease Trustee (acting on behalf of the Lease Trust), such
rights shall be exercised, or consent granted (or withheld) upon the written
direction of Senior Noteholders holding a majority of the Outstanding Amount of
the Senior Notes; provided that with respect to the right of the Indenture
Trustee, as Holder, to remove the Administrative Agent pursuant to Section
8.1(b)(ii) of the Administrative Agency Agreement and the right of
the Indenture Trustee, as Holder, to direct the applicable Titling Company to
distribute the Series 2000-1 Assets, pursuant to the Titling Company Agreements,
such direction shall require the written direction of Senior Noteholders holding
66-2/3% of the Outstanding Amount of the Senior Notes; provided, further, that
with respect to the right of the Indenture Trustee, as Holder, to remove the
Administrative Agent pursuant to Section 8.1(d) of the Administrative Agency
Agreement and the right of the Indenture Trustee, as Holder, to direct the
applicable Titling Company to distribute the Series 2000-1 Assets, pursuant to
the Titling Company Agreements, such direction shall require the written
direction of Senior Noteholders holding 100% of the Outstanding Amount of the
Senior Notes.
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ARTICLE VII
SENIOR NOTEHOLDERS' LISTS AND REPORTS
Section 7.1 Lease Trustee To Furnish Indenture Trustee Names
and Addresses of Senior Noteholders. The Lease Trustee will furnish or cause to
be furnished to the Indenture Trustee (i) not more than five days after each
Record Date, a list, in such form as the Indenture Trustee may reasonably
require, of the names and addresses of the Senior Noteholders as of such Record
Date, (ii) at such other times as the Indenture Trustee may request in writing,
within 30 days after receipt by the Lease Trustee of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as (i) the Indenture
Trustee is the Senior Note Registrar or (ii) the Senior Notes are issued as
Book-Entry Senior Notes, no such list shall be required to be furnished to the
Indenture Trustee.
Section 7.2 Preservation of Information; Communications to
Senior Noteholders. (a) The Indenture Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Senior
Noteholders contained in the most recent list furnished to the Indenture Trustee
as provided in Section 7.1 and the names and addresses of Senior Noteholders
received by the Indenture Trustee in its capacity as Senior Note Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in Section
7.1 upon receipt of a new list so furnished.
(b) Senior Noteholders may communicate pursuant to TIA Section
312(b) with other Senior Noteholders with respect to their rights under this
Indenture or under the Senior Notes. Upon receipt by the Indenture Trustee of
any request by three or more Senior Noteholders or by one or more Senior
Noteholders holding not less than 25% of the Outstanding Amount of the Senior
Notes to receive a copy of the
59
current list of Senior Noteholders (whether or not made pursuant to TIA Section
312(b)), the Indenture Trustee shall promptly notify the Administrative Agent by
providing to the Administrative Agent a copy of such request and a copy of the
list of Senior Noteholders produced in response thereto.
(c) The Lease Trust, the Indenture Trustee and the Senior Note
Registrar shall have the protection of TIA Section 312(c).
Section 7.3 Reports by Lease Trust. (a) The Lease Trust shall:
(i) file with the Indenture Trustee, within 15 days
after the Lease Trust is required to file the same with the Commission, copies
of the annual reports and of information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) that the Lease Trust may be required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
(ii) file with the Indenture Trustee and the
Commission in accordance with the rules and regulations prescribed from time to
time by the Commission such additional information, documents and reports with
respect to compliance by the Lease Trust with the conditions and covenants of
this Indenture as may be required from time to time by such rules and
regulations; and
(iii) supply to the Indenture Trustee (and the
Indenture Trustee shall transmit by mail to all Senior Noteholders described in
TIA Section 313(c)) such summaries of any information, documents and reports
required to be filed by the Lease Trust pursuant to clauses (i) and (ii) of this
Section 7.3 and by rules and regulations prescribed from time to time by the
Commission.
(b) Unless the Lease Trust otherwise determines, the fiscal
year of the Lease Trust shall end on December 31 of each year.
Section 7.4 Reports by Indenture Trustee. (a) If required by
TIA Section 313(a), within 60 days after each May 15, beginning with May 15,
200_, the Indenture Trustee shall mail to each Senior Noteholder as required by
TIA Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).
(b) A copy of each report at the time of its mailing to Senior
Noteholders shall be filed by the Indenture Trustee with the Commission and each
stock exchange, if any, on which the Senior Notes are listed.
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ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Indenture Trust Estate, the Indenture Trustee may take such
action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Potential Event of Default,
Potential Early Amortization Event, Event of Default or Early Amortization Event
under this Indenture and any right to proceed thereafter as provided in Article
V.
Section 8.2 Accounts. (a) Pursuant to Section 5.1(c) of the
Series 2000-1 Supplement, 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
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 Sections 8.4(b) and (c) of this Indenture and
Section 5.2(e) of the Series 200-1 Supplement. All monies deposited from time to
time in the Series 2000-1 Payment Account pursuant to this Indenture and the
Series 2000-1 Supplement shall be held by the Indenture Trustee as part of the
Collateral and shall be applied 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
61
earnings on amounts deposited to the Series 2000-1 Payments 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 Payments 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 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 Payments Account is established ceases to be an Eligible
Institution, then the Series 2000-1 Payments 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).
(b) Pursuant to Section 5.1(a) of the Series 2000-1
Supplement, 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),
which is designated as the Specified Assets Collection Account, Series 2000-1
(the "Series 2000-1 Collection Account"). 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 the applicable 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), 5.5 and 7.1 of the Series 2000-1 Supplement. 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
62
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 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).
(c) Pursuant to Section 5.1(b) of the Series 2000-1
Supplement, 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),
which is designated as the "Series 2000-1 Payahead Account." 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) of the Series 2000- 1 Supplement. 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
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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).
(d) Pursuant to Section 3.5(a) of the Program Operating Lease,
there has been established and there shall be maintained an account (the "Cash
Collateral Account") at an Eligible Institution which agrees to the provisions
of Section 3.7 of the Program Operating Lease, in the name of "RCL Trust 2000-1,
subject to the security interest of The Chase Manhattan Bank, as Indenture
Trustee, and Ford Credit Auto Lease Trust 2000-1, as secured parties" and which
initially shall be The Chase Manhattan Bank. The Cash Collateral Account has
been initially established at The Chase Manhattan Bank. The Cash Collateral
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. Cash
Collateral Account Property 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. All investment earnings on
amounts deposited to the Cash Collateral Account, including any proceeds
thereof, shall be credited to the Cash Collateral Account, and losses, if any,
and investment expenses resulting from Permitted Investments in the Cash
Collateral Account shall be charged to the Cash Collateral 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. If the institution at which the Cash Collateral Account is
maintained ceases to be an Eligible Institution, then the Cash Collateral
Account shall be moved to an Eligible Institution within ten Business Days (or
such longer period not to exceed 30 calendar days as to which each Rating Agency
may consent).
Section 8.3 Cash Collateral Account Certificate; Disbursement
and Payment Instructions. (a) On or before the second Business Day preceding
each Payment Date, the Lease Trustee shall cause the Administrative Agent, on
behalf of the Lease Trust, to deliver to the Indenture Trustee a certificate
(the "Cash Collateral Account Certificate") setting forth the following
information with respect to such Payment Date:
(i) the Series 2000-1 Administrative Fee for the
preceding Collection Period;
(ii) the Required Payment;
(iii) the Cash Collateral Amount on the Business Day
preceding
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such Payment Date; and
(iv) the Cash Collateral Required Draw Amount and the
Cash Collateral Additional Draw Amount.
(b) On the second Business Day preceding each Payment Date,
the Lease Trustee shall cause the Administrative Agent, on behalf of the Lease
Trust, to deliver to the Indenture Trustee a certificate (the "Disbursement and
Payment Instructions") including the following information with respect to such
Payment Date, the related Collection Period and Series 2000-1:
(i) the amount of interest accrued during the
preceding Interest Accrual Period on the Senior Notes, the amounts
payable with respect to such interest, and any resulting shortfall
(separately stated);
(ii) the amount of interest accrued during the
preceding Interest Accrual Period on the Subordinated Notes, the
amounts payable with respect to such interest (net of amounts paid
pursuant to Section 6.6 of the Program Operating Lease), and any
resulting shortfall (separately stated);
(iii) the amount of interest accrued during the
preceding Interest Accrual Period on the Lease Trust Certificates, the
amounts payable with respect to such interest, and any resulting
shortfall (separately stated);
(iv) the amount of the Monthly Pool Balance Decline,
the Monthly Reinvestment Amount and the Excess Cash Amount (separately
stated);
(v) the amount of principal required to be paid on the
Senior Notes, the amount to be paid with respect to such principal and
any resulting shortfall (separately stated);
(vi) the amount of Monthly Payment Advances
outstanding on the last day of the related Collection Period which the
Administrative Agent has determined will not be reimbursed from Series
2000-1 Collections with respect to the related Series 2000-1 Lease;
(vii) the sum, with respect to each Series 2000-1
Leased Vehicle which was sold or otherwise disposed of by the
Administrative Agent during the related Collection Period, of the
excess, if any, of the Sale Proceeds Advance made with respect to such
Series 2000-1 Leased Vehicle and the Sale
65
Proceeds or Auction Proceeds received with respect to such Series
2000-1 Leased Vehicle;
(viii) the Series 2000-1 Administrative Fee for the
related Collection Period;
(ix) the amount, if any, to be distributed to the
Lease Trustee for payment of principal of the Subordinated Notes (net
of amounts paid pursuant to Section 6.6 of the Program Operating
Lease), the amounts available with respect to such principal and any
resulting shortfall (separately stated); and
(x) the amount, if any, to be distributed to the
Lease Trustee for payment of principal of the Lease Trust Certificates,
the amounts available with respect to such principal and any resulting
shortfall (separately stated).
(c) The Indenture Trustee shall have no duty or obligation to
verify or confirm the accuracy of any of the information or numbers set forth in
any of the certificates required to be delivered to the Indenture Trustee in
accordance with this Section 8.3 and the Indenture Trustee shall be fully
protected in relying upon such certificates.
Section 8.4 Disbursement of Funds. (a) Pursuant to Section
5.2(e) of the Series 2000-1 Supplement, on the Business Day preceding each
Payment Date, the Administrative Agent shall withdraw an amount equal to the
Available Sale Proceeds from the Series 2000-1 Collection Account and deposit
such amount in the Series 2000-1 Payment Account. Pursuant to Section 5.2(e) of
the Series 2000-1 Supplement, on the Business Day preceding each Payment Date,
the Administrative Agent shall withdraw an amount equal to the Cash Collateral
Deposit Amount from the Series 2000-1 Collection Account and deposit such amount
into the Cash Collateral Account.
On the Business Day preceding each Payment Date, the Indenture
Trustee shall, in accordance with the Cash Collateral Account Certificate
received from the Administrative Agent pursuant to Section 8.3(a), withdraw from
the Cash Collateral Account and deposit in the Series 2000-1 Payment Account the
Cash Collateral Required Draw Amount.
(b) On each Payment Date during the Revolving Period, the
Indenture Trustee shall, in accordance with the Disbursement and Payment
Instructions received from the Administrative Agent pursuant to Section 8.3(b),
withdraw from the Series 2000-1 Payment Account the Available Funds on deposit
therein (net of any Additional Fee Released Amount) and apply such amounts in
accordance with the following priorities:
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(i) to the Administrative Agent, an amount equal to
any Monthly Payment Advances outstanding on the last day of the related
Collection Period which the Administrative Agent has determined will
not be reimbursed from Series 2000-1 Collections with respect to the
related Series 2000-1 Lease;
(ii) to the Administrative Agent, an amount equal to
the sum, with respect to each Series 2000-1 Leased Vehicle which was
sold or otherwise disposed of by the Administrative Agent during the
related Collection Period, of the excess, if any, of the Sale Proceeds
Advance made with respect to such Series 2000-1 Leased Vehicle and the
Sale Proceeds or Auction Proceeds received with respect to such Series
2000-1 Leased Vehicle;
(iii) to the Administrative Agent, the Series 2000-1
Administrative Fee for the preceding Collection Period;
(iv) to the Senior Noteholders, pro rata, without any
priority between Classes, an amount equal to the interest accrued at
the applicable Senior Note Interest Rate set forth in Section 2.1
during the preceding Interest Accrual Period on all Outstanding Classes
of Senior Notes plus any overdue interest and interest on any overdue
interest at the applicable Senior Note Interest Rate; provided however,
that if there are not sufficient funds to pay the entire amount of
accrued and unpaid interest then due on the Senior Notes, such funds
shall be applied to the payment of such interest on each Class of
senior Notes pro rata on the basis of the total of such interest due on
the Senior Notes including any overdue interest at the applicable
Senior Note Interest Rate;
(v) to the Lease Trust Distribution Account, an
amount equal to the interest accrued on the Outstanding Amount of the
Subordinated Notes at the Subordinated Note Interest Rate plus any
overdue interest and interest on any overdue interest at the
Subordinated Note Interest Rate during the preceding Interest Accrual
Period (net of amounts paid pursuant to Section 6.6 of the Program
Operating Lease);
(vi) to the Lease Trust Distribution Account, an
amount equal to the interest accrued on the Aggregate Certificate
Balance at the Certificate Interest Rate plus any overdue interest and
interest on any overdue interest at the Certificate Interest Rate
during the preceding Interest Accrual Period;
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(vii) to the Administrative Agent, an amount equal to
the Monthly Reinvestment Amount for the preceding Collection Period, to
be paid to the Holders of the Non-Specified Interests as the purchase
price for the Titling Company Interest in Leases and Leased Vehicles
designated as Additional Series 2000-1 Leases and Additional Series
2000-1 Leased Vehicles as of the first day of the Collection Period in
which such Payment Date occurs;
(viii) to the Cash Collateral Account until the
amount on deposit therein is equal to the Required Cash Collateral
Amount on such Payment Date; and
(ix) to the Lease Trust Distribution Account, all
remaining Available Funds.
Notwithstanding the foregoing, on any Payment Date occurring
after the maturity of the Senior Notes has been accelerated following an Event
of Default pursuant to Section 5.4, amounts to be applied pursuant to clauses
(vii), (viii), and (ix) shall be paid as principal to the Senior Noteholders of
each Class, ratably, without preference of priority of any kind, according to
the principal amount due and payable on the Class A-1 Senior Notes, the Class
A-2 Senior Notes, the Class A-3 Senior Notes, the Class A-4 Senior Notes and the
Class A-5 Senior Notes.
(c) On each Payment Date during the Amortization Period, the
Indenture Trustee shall, in accordance with the Disbursement and Payment
Instructions received from the Administrative Agent pursuant to Section 8.3(b),
withdraw from the Series 2000-1 Payment Account the Available Funds on deposit
therein (net of any Additional Fee Released Amount) and apply such amounts in
accordance with the following priorities:
(i) to the Administrative Agent, an amount equal to
any Monthly Payment Advances outstanding on the last day of the related
Collection Period which the Administrative Agent has determined will
not be reimbursed from Series 2000-1 Collections with respect to the
related Series 2000-1 Lease;
(ii) to the Administrative Agent, an amount equal to
the sum, with respect to each Series 2000-1 Leased Vehicle which was
sold or otherwise disposed of by the Administrative Agent during the
related Collection Period, of the excess, if any, of the Sale Proceeds
Advance made with respect to such Series 2000-1 Leased Vehicle and the
Sale Proceeds or Auction Proceeds received with respect to such Series
2000-1 Leased Vehicle;
(iii) to the Administrative Agent, the Series 2000-1
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Administrative Fee for the preceding Collection Period;
(iv) to the Senior Noteholders, pro rata, an amount
equal to the interest accrued at the Senior Note Interest Rate during
the preceding Interest Accrual Period on all Outstanding Senior Notes
plus any overdue interest and interest on any overdue interest at the
Senior Note Interest Rate;
(v) to the Lease Trust Distribution Account, an
amount equal to the interest accrued on the Outstanding Amount of the
Subordinated Notes at the Subordinated Note Interest Rate plus any
overdue interest and interest on any overdue interest at the
Subordinated Note Interest Rate during the preceding Interest Accrual
Period (net of amounts paid pursuant to Section 6.6 of the Program
Operating Lease);
(vi) to the Lease Trust Distribution Account, an
amount equal to the interest accrued on the Aggregate Certificate
Balance at the Certificate Interest Rate plus any overdue interest and
interest on any overdue interest at the Certificate Interest Rate
during the preceding Interest Accrual Period;
(vii) to the Senior Noteholders, in the following
order of priority, as payment of principal of the Senior Notes, an
amount equal to the Monthly Pool Balance Decline for the preceding
Collection Period (plus, in the case of the first Payment Date in the
Amortization Period, the Excess Cash Amount) plus any principal of the
Senior Notes due but not paid on a prior Payment Date, until all
Classes of the Senior Notes are paid in full:
(A) to Senior Noteholders of Class A-1
Senior Notes pro rata, until the Class A-1 Senior Notes have
been paid in full;
(B) to Senior Noteholders of Class A-2
Senior Notes pro rata, until the Class A-2 Senior Notes have
been paid in full;
(C) to Senior Noteholders of Class A-3
Senior Notes pro rata, until the Class A-3 Senior Notes have
been paid in full;
(D) to Senior Noteholders of Class A-4
Senior Notes pro rata, until the Class A-4 Senior Notes have
been paid
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in full; and
(E) to Senior Noteholders of Class A-5
Senior Notes pro rata, until the Class A-5 Senior Notes have
been paid in full;
(viii) to the Cash Collateral Account until the
amount on deposit therein is equal to the Required Cash Collateral
Required Amount on such Payment Date;
(ix) if the Pool Balance as of the last day of the
preceding Collection Period is greater than 80% of the Initial Pool
Balance, to the Lease Trust Distribution Account, all remaining
Available Funds; provided, however, that on any Payment Date occurring
after the occurrence of an Early Amortization Event, amounts to be
applied pursuant to this clause (ix) shall be paid as principal to the
Senior Noteholders in the order of priority stated in clause (vii)
above until all Classes of the Senior Notes are paid in full; and
(x) if the Pool Balance as of the last day of the
preceding Collection Period is less than or equal to 80% of the Initial
Pool Balance, to the Senior Noteholders, in the order of priority
stated in clause (vii) above as payment of principal of the Senior
Notes, an amount equal to the Additional Payment until all Classes of
the Senior Notes have been paid in full.
Notwithstanding the foregoing, on any Payment Date occurring after the maturity
of the Senior Notes has been accelerated following an Event of Default pursuant
to Section 5.4, amounts to be applied pursuant to clauses (vii), (viii), (ix)
and (x) shall be paid as principal to the Senior Noteholders of each Class,
ratably, without preference or priority of any kind, according to the principal
amount due and payable on the Class A-1 Senior Notes, the Class A-2 Senior
Notes, the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5
Senior Notes, until all Classes of the Senior Notes have been paid in full.
Amounts remaining, if any, after the application of funds
pursuant to clauses (i) through (x) above shall be deposited to the Lease Trust
Distribution Account for distribution by the Lease Trustee in accordance with
the terms of the Subordinated Notes and the Lease Trust Agreement.
(d) On each Payment Date, the Indenture Trustee shall, in
accordance with the Cash Collateral Account Certificate received from the
Administrative Agent pursuant to Section 8.3(a), withdraw the Cash Collateral
Additional Draw Amount from the Cash Collateral Account and apply such amounts
to pay each of the items specified in Section 8.4(b) during the Revolving Period
and Section 8.4(c) during the Amortization Period, in each case without
duplication of the amounts already paid on
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such Payment Date, in accordance with the priorities set forth therein.
(e) On each Payment Date, the Indenture Trustee shall send, by
first-class mail, a report to each Person who was a Senior Noteholder on the
prior Record Date including the following information with respect to such
Payment Date and the Related Collection Period:
(i) the Note Pool Factor of each Class of the Senior
Notes;
(ii) the amount of interest paid on each Outstanding
Class of Senior Notes;
(iii) the amount of the Monthly Pool Balance Decline
and the amount thereof paid as principal to each Outstanding Class of
the Senior Notes (separately stated);
(iv) the aggregate amount of Series 2000-1
Collections deposited in the Series 2000-1 Collection Account (stating
separately the components thereof);
(v) the Aggregate Net Monthly Payment Advances
deposited in the Series 2000-1 Collection Account;
(vi) the aggregate amount of Sale Proceeds Advances
reimbursed with Available Funds;
(vii) the aggregate amount of Monthly Payment
Advances reimbursed with Available Funds;
(viii) the amount of Available Sale Proceeds
deposited in the Series 2000-1 Collection Account (stating separately
the components thereof);
(ix) the Cash Collateral Required Draw Amount and the
Cash Collateral Additional Draw Amount;
(x) the Available Funds;
(xi) the Series 2000-1 Administrative Fee for the
preceding Collection Period;
(xii) the amount deposited to the Lease Trust
Distribution
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Account for payment of interest (after giving effect to amounts paid
pursuant to Section 6.6 of the Program Operating Lease) to the
Subordinated Noteholders;
(xiii) the amount deposited to the Lease Trust
Distribution Account for payment of interest to the Lease Trust
Certificateholders;
(xiv) the Outstanding Amount of each Class of Senior
Notes and of the Subordinated Notes, the Aggregate Certificate Balance
and the Pool Balance (separately stated);
(xv) the Cash Collateral Amount and the Required Cash
Collateral Amount (after giving effect to all deposits to and
withdrawals from the Cash Collateral Account with respect to such
Payment Date);
(xvi) 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;
(xvii) 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;
(xviii) 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;
(xix) 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;
(xxi) 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;
(xxii) for the preceding three consecutive Collection
Periods,
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the average of a fraction calculated for each such Collection Period,
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
(xxiii) 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.
Section 8.5 General Provisions Regarding Accounts. Subject to
Section 6.1(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in the Series 2000-1 Payments Account, the Series
2000-1 Collection Account, the Series 2000-1 Payahead Account, or the Cash
Collateral Account resulting from any loss on any Permitted Investment included
therein except for losses attributable to the Indenture Trustee's failure to
make payments on any such Permitted Investments issued by the Indenture Trustee,
in its commercial capacity as principal obligor and not as trustee, in
accordance with their terms.
Section 8.6 Release of Indenture Trust Estate. The Indenture
Trustee shall, at such time as there are no Senior Notes Outstanding and all
sums due to the Indenture Trustee pursuant to Section 6.6 have been paid,
release any remaining portion of the Indenture Trust Estate that secured the
Senior Notes from the lien of this Indenture, release to the Lease Trustee or
any other Person entitled thereto any funds then on deposit in the Series 2000-1
Payments Account and deliver the Subordinated Notes to the Lease Trustee which
shall hold the Subordinated Notes in accordance with Section 6.4 of the Program
Operating Lease. The Indenture Trustee shall release property from the lien of
this Indenture pursuant to this Section 8.6 only upon receipt of an Issuer
Request accompanied by an Officers' Certificate, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.
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ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.1 Supplemental Indentures Without Consent of Senior
Noteholders. (a) Without the consent of the Senior Noteholders, but with prior
notice to the Rating Agencies, the Lease Trustee, on behalf of the Lease Trust,
and the Indenture Trustee, when requested by an Issuer Request, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the provisions of the TIA as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:
(i) to correct or amplify the description of any
property at any time subject to the lien of this Indenture, or better
to assure, convey and confirm unto the Indenture Trustee any property
subject or required to be subjected to the lien of this Indenture, or
to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with
the applicable provisions hereof, of another Person to the Lease Trust,
and the assumption by any such successor of the covenants of the Lease
Trust herein and in the Senior Notes contained;
(iii) to add to the covenants of the Lease Trust, for
the benefit of the Senior Noteholders, or to surrender any right or
power herein conferred upon the Lease Trust;
(iv) to convey, transfer, assign, mortgage or pledge
any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement
any provision herein or in any supplemental indenture which may be
defective or inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to
matters or questions arising under this Indenture or in any
supplemental indenture which shall not be inconsistent with the
provisions of this Indenture; provided that such other provisions shall
not adversely affect the interests of the Senior Noteholders; or
(vi) to evidence and provide for the acceptance of
the appointment hereunder by a successor trustee with respect to the
Senior Notes and to add to or change any of the provisions of this
Indenture as shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements
of Article VI; or
(vii) to modify, eliminate or add to the provisions
of this
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Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the TIA or under any similar
federal statute hereafter enacted and to add to this Indenture such
other provisions as may be expressly required by the TIA.
The Indenture Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.
(b) The Lease Trustee, on behalf of the Lease Trust, and the
Indenture Trustee, when requested by an Issuer Request, may, also without the
consent of the Senior Noteholders, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner (other than the modifications set forth in Section 9.2
which require consent of the Holder of each Senior Note affected thereby) the
rights of the Senior Noteholders under this Indenture; provided, however, that
(i) such action shall not, as evidenced by an Opinion of Counsel, materially
adversely affect the interests of any Senior Noteholder, (ii) the Rating Agency
Condition shall have been satisfied with respect to such action and (iii) such
action shall not, as evidenced by an Opinion of Counsel, (x) affect the
treatment of the Senior Notes as debt for federal income tax purposes, (y) be
deemed to cause a taxable exchange of the Senior Notes for federal income tax
purposes or (z) cause the Lease Trust, RCL Trust 2000-1 or any Titling Company
to be taxable as an "association" or publicly traded partnership taxable as a
corporation for federal income tax purposes.
Section 9.2 Supplemental Indentures with Consent of Senior
Noteholders. The Lease Trustee, on behalf of the Lease Trust, and the Indenture
Trustee, when requested by an Issuer Request, also may, with the consent of
Senior Noteholders holding not less than a majority of the Outstanding Amount of
the Senior Notes, by Act of such Senior Noteholders delivered to the Lease
Trustee and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Senior Noteholders under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Senior Noteholder of each Outstanding Senior Note affected
thereby:
(i) change the Stated Maturity of or the date of
payment of any installment of principal of or interest on any Senior
Note, or reduce the
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principal amount thereof, the interest rate thereon or the Redemption
Price with respect thereto, change the provisions of this Indenture
relating to the application of collections on, or the proceeds of the
sale of, the Indenture Trust Estate to payment of principal of or
interest on the Senior Notes, or change any place of payment where, or
the coin or currency in which, any Senior Note or the interest thereon
is payable, or impair the right to institute suit for the enforcement
of the provisions of this Indenture requiring the application of funds
available therefor, as provided in Article V, to the payment of any
such amount due on the Senior Notes on or after the respective due
dates thereof (or, in the case of redemption, on or after the
Redemption Date);
(ii) reduce the percentage of the Outstanding Amount
of the Senior Notes, the consent of the Senior Noteholders of which is
required for any such supplemental indenture, or the consent of the
Senior Noteholders of which is required for any waiver of compliance
with provisions of this Indenture including, without limitation, the
provisions of this Indenture relating to Potential Events of Default,
Events of Default, Potential Early Amortization Events or Early
Amortization Events and their consequences;
(iii) modify or alter the provisions of the proviso
to the definition of the term "Outstanding";
(iv) reduce the percentage of the Outstanding Amount
of the Senior Notes required to direct the Indenture Trustee to direct
the Lease Trustee to sell or liquidate the Indenture Trust Estate
pursuant to Section 5.6 if the proceeds of such sale would be
insufficient to pay the Outstanding Amount plus accrued but unpaid
interest on the Senior Notes;
(v) modify any provision of this Section 9.2 except
to increase any percentage specified herein or to provide that certain
additional provisions of this Indenture or the other Basic Documents
cannot be modified or waived without the consent of the Senior
Noteholder of each Outstanding Senior Note affected thereby;
(vi) modify any of the provisions of this Indenture
in such manner as to affect the calculation of the amount of any
payment of interest or principal due on any Senior Note on any Payment
Date (including the calculation of any of the individual components of
such calculation);
(vii) permit the creation of any lien ranking prior
to or on a parity with the lien of this Indenture with respect to any
part of the Indenture Trust Estate or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any
property at any time subject hereto or deprive any Senior Noteholder of
the security provided by the lien of this
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Indenture; or
(viii) impair the right to institute suit for the
enforcement of payment as provided in Section 5.9.
Any such supplemental indenture shall be executed only upon
delivery of an Opinion of Counsel to the same effect as in Section
9.1(b)(iii)(z) above. The Indenture Trustee may in its discretion determine
whether or not any Senior Notes would be affected by any supplemental indenture
and any such determination shall be conclusive upon all Senior Noteholders,
whether theretofore or thereafter authenticated and delivered hereunder. The
Indenture Trustee shall not be liable for any such determination made in good
faith.
It shall not be necessary for any Act of Senior Noteholders
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof.
Promptly after the execution by the Lease Trustee, on behalf
of the Lease Trust, and the Indenture Trustee of any supplemental indenture
pursuant to this Section 9.2, the Indenture Trustee shall mail to the Senior
Noteholders to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Indenture Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.
Section 9.3 Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modifications thereby of the
trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's own rights, duties,
liabilities or indemnities under this Indenture or otherwise.
Section 9.4 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Senior Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Lease Trust, the Lease
Trustee and the Senior Noteholders thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.
Section 9.5 Conformity With Trust Indenture Act. Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article IX shall conform to the requirements of the TIA as then in
effect so long as this Indenture is required to be qualified under the TIA.
Section 9.6 Reference in Senior Notes to Supplemental
Indentures. Senior Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and if required by the
Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture. If the
Lease Trustee or the Indenture Trustee shall so determine, new Senior Notes so
modified as to conform, in the opinion of the Indenture Trustee and the Lease
Trustee, to any such supplemental indenture may be prepared and executed by the
Lease Trustee, on behalf of the Lease Trust, and authenticated and delivered by
the Indenture Trustee in exchange for Outstanding Senior Notes.
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ARTICLE X
REDEMPTION OF SENIOR NOTES
Section 10.1 Redemption. The Senior Notes shall be redeemed in
whole, but not in part, for a purchase price equal to the Redemption Price on
any Payment Date on which the Administrative Agent exercises its option to
purchase the Series 2000-1 Certificates pursuant to Section 7.1 of the Series
2000-1 Supplement; provided, however, that the Lease Trust has available funds
sufficient to pay the Redemption Price. The Administrative Agent or the Lease
Trustee shall furnish the Rating Agencies notice of such redemption. If the
Senior Notes are to be redeemed pursuant to this Section 10.1, the Lease Trustee
shall or shall cause the Administrative Agent to furnish notice of such election
to the Indenture Trustee not later than forty-five days (unless a shorter notice
shall be satisfactory to the Indenture Trustee) prior to the Redemption Date.
Pursuant to Section 7.1 of the Series 2000-1 Supplement, on the Business Day
preceding the Redemption Date, the Administrative Agent shall deposit the Series
2000-1 Asset Amount plus an amount equal to one month's interest calculated at a
rate equal to the weighted average Retail Operating Lease Factor for such Series
2000-1 Assets with the Indenture Trustee in the Series 2000-1 Collection Account
whereupon all such Senior Notes shall be due and payable on the Redemption Date
upon the furnishing of a notice complying with Section 10.2 to each Senior
Noteholder.
Section 10.2 Form of Redemption Notice. Notice of redemption
under Section 10.1 shall be given by the Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed at least thirty days
prior to the Redemption Date to each Senior Noteholder, on the Record Date
immediately preceding the Redemption Date, at such Senior Noteholder's address
appearing in the Senior Note Register.
All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) the place where the Senior Notes to be redeemed
are to be surrendered for payment of the Redemption Price (which shall
be the office or agency of the Lease Trustee to be maintained as
provided in Section 3.2); and
(iv) that on the Redemption Date, the Redemption
Price will become due and payable upon each such Senior Note and that
interest thereon shall cease to accrue from and after said date.
Notice of redemption of the Senior Notes shall be given by the
Indenture Trustee in the name and at the expense of the Lease Trust. Failure to
give notice of redemption, or any defect therein, to any Senior Noteholder shall
not impair or affect the validity of the redemption of any other Senior Note.
Section 10.3 Senior Notes Payable on Redemption Date. The
Senior Notes to be redeemed shall, following notice of redemption as required by
Section 10.2, become due and payable on the Redemption Date at the Redemption
Price and (unless the Lease Trust shall default in the payment of the Redemption
Price) no interest shall accrue on the Redemption Price for any period from and
including the Redemption Date.
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ARTICLE XI
MISCELLANEOUS
Section 11.1 Compliance Certificates and Opinions, etc. (a)
Upon any application or request by the Lease Trustee to the Indenture Trustee to
take any action under any provision of this Indenture, the Lease Trustee shall
furnish to the Indenture Trustee (i) an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section 11.1, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(i) a statement that each signatory of such
certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;
(ii) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(iii) a statement that, in the opinion of each such
signatory, such signatory has made such examination or investigation as
is necessary to enable such signatory to express an informed opinion as
to whether or not such covenant or condition has been complied with;
and
(iv) a statement as to whether, in the opinion of
each such signatory, such condition or covenant has been complied with.
(b) (i) Prior to the deposit of any Collateral or other
property or securities with the Indenture Trustee that is to be made the basis
for the release of any property or securities subject to the lien of this
Indenture, the Lease Trustee shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee
an Officers' Certificate certifying as to the fair value (within 90 days of such
deposit) to the Lease Trust of the Collateral or other property or securities to
be so deposited.
(ii) Whenever any property or securities are to be
released from
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the lien of this Indenture, the Lease Trustee shall also furnish to the
Indenture Trustee an Officers' Certificate certifying the fair value
(within 90 days of such release) of the property or securities proposed
to be released and stating that in the opinion of such Person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.
(iii) Notwithstanding Section 2.9 or any other
provision of this Section 11.1, the Lease Trustee may (A) collect,
liquidate, sell or otherwise dispose of the Collateral as and to the
extent permitted or required by the Basic Documents and (B) make cash
payments out of the Series 2000-1 Payments Account as and to the extent
permitted or required by the Basic Documents.
Section 11.2 Form of Documents Delivered to Indenture Trustee.
In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.
Any certificate or opinion of an Authorized Officer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate of an Authorized Officer or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Administrative
Agent, the RCL Trustee or the Lease Trustee, stating that the information with
respect to such factual matters is in the possession of the Administrative
Agent, the RCL Trustee or the Lease Trustee, unless such officer or counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.
Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.
Whenever in this Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the Lease
Trustee shall deliver, on behalf of the Lease Trust, any document as a condition
of the granting of such application, or as evidence of the Lease Trust's
compliance with any term hereof, it is intended that the truth and accuracy, at
the time of the granting of such
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application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Lease Trust to have such application
granted or to the sufficiency of such certificate or report. The foregoing shall
not, however, be construed to affect the Indenture Trustee's right to rely upon
the truth and accuracy of any statement or opinion contained in any such
document as provided in Article VI.
Section 11.3 Acts of Senior Noteholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Senior Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Senior Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee, and, where it is hereby expressly required, to the Lease
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Senior
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee and the Lease Trustee, if made in the manner
provided in this Section 11.3.
(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any manner that the Indenture
Trustee deems sufficient.
(c) The ownership of Senior Notes shall be proved by the
Senior Note Register.
(d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the holder of any Senior Note shall bind the
holder of every Senior Note issued upon the registration thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered to
be done by the Indenture Trustee or the Lease Trustee in reliance thereon,
whether or not notation of such action is made upon such Senior Note.
Section 11.4 Notices, etc., to Indenture Trustee, Lease
Trustee and Rating Agencies. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Senior Noteholders or other documents provided
or permitted by this Indenture to be made upon, given or furnished to or filed
with:
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(a) the Indenture Trustee by any Senior Noteholder, the
Administrative Agent or the Lease Trustee shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Indenture
Trustee at its Corporate Trust Office, or
(b) the Lease Trustee by the Indenture Trustee, or by any
Senior Noteholder shall be sufficient for every purpose hereunder if in writing
and mailed, first-class, postage prepaid, to the Lease Trustee addressed to:
Ford Credit Auto Lease Trust 2000-1, in care of The Bank of New York, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust
Administration, or at any other address previously furnished in writing to the
Indenture Trustee by the Lease Trustee. The Lease Trustee shall promptly
transmit any notice received by it from the Senior Noteholders to the Indenture
Trustee; provided, however, that service of process in connection with any
litigation hereunder shall be effected in accordance with applicable law.
Notices required to be given to the Rating Agencies by the
Lease Trustee or the Indenture Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested to (i) in the case of
▇▇▇▇▇'▇ Investors Service, Inc., at the following address: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ABS Monitoring Group; with a copy to [ ] and (ii)
in the case of Standard & Poor's Ratings Services, at the following address:
Standard & Poor's Ratings Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇ ▇▇▇▇▇), ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed Surveillance Department; or as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.
Section 11.5 Notices to Senior Noteholders; Waiver. Where this
Indenture provides for notice to Senior Noteholders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid to each Senior Noteholder
affected by such event, at his address as it appears on the Senior Note
Register, not later than the latest and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Senior
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Senior Noteholder shall affect
the sufficiency of such notice with respect to other Senior Noteholders, and any
notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.
Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Senior Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such a waiver.
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In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event of Senior Noteholders when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee
shall be deemed to be a sufficient giving of such notice.
Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance constitute
an Event of Default or Early Amortization Event.
Section 11.6 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required or deemed to be included in this Indenture by any of the
provisions of the Trust Indenture Act, such required or deemed provision shall
control. The provisions of TIA ▇▇.▇▇. 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein:
Section 11.7 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
Section 11.8 Successors and Assigns. All covenants and
agreements in this Indenture and the Senior Notes by the Lease Trust shall bind
its successors and assigns, whether so expressed or not.
All agreements of the Indenture Trustee in this Indenture
shall bind its successors.
Section 11.9 Separability. In case any provision in this
Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 11.10 Benefits of Indenture. Nothing in this Indenture
or in the Senior Notes, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Senior Noteholders
(and, with respect
83
to Sections 8.3 and 8.4, the Subordinated Noteholders and the Lease Trust
Certificateholders), and any other Person with an ownership interest in any part
of the Indenture Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.
Section 11.11 Legal Holidays. In any case where the date on
which any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Senior Notes or this Indenture) payment need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date on which nominally due, and no interest
shall accrue for the period from and after any such nominal date.
Section 11.12 GOVERNING LAW. THIS INDENTURE 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.
Section 11.13 Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 11.14 Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Lease Trustee, on behalf of the Lease Trust,
accompanied by an Opinion of Counsel (which may be counsel to the Indenture
Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to
the effect that such recording is necessary either for the protection of the
Senior Noteholders or any other Person secured hereunder or for the enforcement
of any right or remedy granted to the Indenture Trustee under this Indenture.
Section 11.15 Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Lease Trust, the
Lease Trustee, or the Indenture Trustee on the Senior Notes or under this
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Lease Trustee in their
individual capacities, (ii) any Subordinated Noteholder, (iii) any Lease Trust
Certificateholder or (iv) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Lease Trustee in
their individual capacities, any Subordinated Noteholder, any Lease Trust
Certificateholder, the Lease Trustee or the Indenture Trustee of any successor
or assign of the Indenture Trustee or the Lease Trustee in their individual
capacities, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Lease Trustee have no such
obligations in their individual
84
capacities) and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Lease Trust hereunder, the
Lease Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Article VI, VII and VIII of the Lease Trust Agreement.
Section 11.16 No Petition. The Indenture Trustee, by entering
into this Indenture, and each Senior Noteholder or Senior Note Owner, by
accepting a Senior Note or, in the case of a Senior Note Owner, a beneficial
interest in a Senior Note, each hereby covenants and agrees that for a period of
one year and one day after payment in full of the Series 2000-1 Certificates,
they will not institute against any Titling Company, RCL Trust 2000-1 or the
Lease Trust, or join in any institution against any Titling Company, RCL Trust
2000-1 or the Lease Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Senior Notes, this Indenture or any of the other
Basic Documents. Nothing in this Section 11.16 shall preclude, or be deemed to
stop, the Indenture Trustee (i) from taking any action prior to the expiration
of the aforementioned one year and one day period in (A) any case or proceeding
voluntarily filed by the Lease Trust or (B) any involuntary insolvency
proceeding filed or commenced by a Person other than the Indenture Trustee, or
(ii) from commencing against the Lease Trust or any of its properties any legal
action which is not a bankruptcy, moratorium or liquidation.
Section 11.17 Inspection. The Lease Trust agrees that, on
reasonable prior notice, it will permit any representative of the Indenture
Trustee, during the Lease Trust's normal business hours, to examine all the
books of account, records, reports, and other papers of the Lease Trust, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Lease Trust's affairs, finances
and accounts with the Lease Trust's officers, employees, and Independent
certified public accountants, all at such reasonable times and as often as may
be reasonably requested. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.
Section 11.18 Submission of Jurisdiction. The Lease Trust
hereby submits to the nonexclusive jurisdiction of the federal and state courts
in the Borough of Manhattan in The City of New York in any suit or proceeding
arising out of or relating to this Indenture or the transactions contemplated
hereby.
[THIS SPACE LEFT INTENTIONALLY BLANK]
85
IN WITNESS WHEREOF, the Lease Trustee, on behalf of the Lease
Trust, and the Indenture Trustee have caused this Indenture to be duly executed
by their respective officers, thereunto duly authorized, all as of the day and
year first above written.
FORD CREDIT AUTO LEASE TRUST 2000-1
By: THE BANK OF NEW YORK
(DELAWARE), not in its individual
capacity but solely as Lease Trustee
By:
----------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as Indenture
Trustee
By:
----------------------------------------
Name:
Title:
86
EXHIBIT A-1
[Form of Class A-1 Senior Notes]
REGISTERED
No. R-1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. [ ]
Unless this Senior Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Lease Trustee or its agent for registration of transfer, exchange or
payment, and any Senior Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL OF
THIS SENIOR NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF.
FORD CREDIT AUTO LEASE TRUST 2000-1
[ ]% CLASS A-1 ASSET BACKED SENIOR NOTE
Ford Credit Auto Lease Trust 2000-1 (the "Lease Trust"), a
trust created pursuant to a trust agreement dated as of [ ], 2000 between RCL
Trust 2000-1, as Depositor and The Bank of New York (Delaware), acting
thereunder not in its individual capacity but solely as trustee of the Lease
Trust (the "Lease Trustee"), for value received, hereby promises to pay CEDE &
CO., or registered assigns, upon presentation and surrender of this Senior Note
the principal sum of [ ] (U.S. $[ ]) on the earlier of the [ ] Payment Date (the
"Stated Maturity") and the Redemption
87
Date, if any, pursuant to Section 10.1 of the Indenture. The Lease Trust will
pay interest on this Senior Note at the rate per annum shown above (the "Senior
Note Interest Rate") on each Payment Date until the principal of this Senior
Note is paid or made available for payment, on the principal amount of this
Senior Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Senior Note will accrue from and including the [15th day] of the calendar month
preceding the calendar month in which the Payment Date occurs to but excluding
the [15th] day of the calendar month in which the Payment Date occurs or, if no
interest has yet been paid, from and including [ ], 2000. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The principal
of and interest on this Senior Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Senior Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Lease Trust with respect to this Senior Note shall be applied first
to interest due and payable on this Senior Note as provided above and then to
the unpaid principal of this Senior Note.
Reference is made to the further provisions of this Senior
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Senior Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Senior Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
88
IN WITNESS WHEREOF, the Lease Trust has caused this instrument
to be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.
Date: [ ], 2000
FORD CREDIT AUTO LEASE TRUST 2000-1,
By: THE BANK OF NEW YORK (DELAWARE), not in
its individual capacity but solely as Lease
Trustee under the Lease Trust Agreement
By:
--------------------------------------
Name:
Title:
89
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A-1 Senior Notes designated above and
referred to in the within-mentioned Indenture.
Date: [ ], 2000
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as Indenture
Trustee
By:
----------------------------------------
Authorized Officer
90
REVERSE OF SENIOR NOTE
This Senior Note is one of a duly authorized issue of Senior
Notes of the Lease Trust, designated as its "[ ]% Class A-1 Asset Backed Senior
Notes" (herein called the "Class A-1 Senior Notes") issued under an Indenture,
dated as of [ ], 2000 (as supplemented or amended, the "Indenture"), between the
Lease Trust and The Chase Manhattan Bank, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Lease Trust, the Indenture Trustee and the Senior
Noteholders. Also issued under the Indenture are the [ ]% Class A-2 Asset Backed
Senior Notes (the "Class A-2 Senior Notes"), [ ]% Class A-3 Asset Backed Senior
Notes (the "Class A-3 Senior Notes"), [ ]% Class A-4 Asset Backed Senior Notes
(the "Class A-4 Senior Notes"), and [ ]% Class A-5 Asset Backed Senior Notes
(the "Class A-5 Senior Notes" and, together with the Class A-1 Senior Notes, the
Class A-2 Senior Notes, the Class A-3 Senior Notes and the Class A-4 Senior
Notes, the "Senior Notes"). The Senior Notes are subject to all terms of the
Indenture. All terms used in this Senior Note that are defined in the Indenture,
as supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
All of the Senior Notes are and will be equally and ratably
secured by the Collateral as provided in the Indenture.
Under the Indenture, interest will be payable on the 15th day
of each calendar month or, if any such 15th day is not a Business Day, the next
Business Day (each, a "Payment Date"), commencing [ ], 2000, to the Person in
whose name this Senior Note is registered on the last day of the calendar month
preceding such Payment Date (the "Record Date"). On each Payment Date, there
shall be distributed to such Senior Noteholder the interest accrued at the
Senior Note Interest Rate during the preceding Interest Accrual Period on the
Outstanding Amount of this Senior Note on the preceding Payment Date (after
giving effect to all payments of principal made on such Payment Date) or with
respect to the first Payment Date, on the Outstanding Amount of this Senior Note
on [ ], 2000. No principal will be paid on this Senior Note on any Payment Date
occurring during the Revolving Period. On each Payment Date during the
Amortization Period, there shall be distributed to the Senior Noteholders the
principal, if any, available to be paid on such Payment Date in accordance with
the terms of the Indenture; provided, that no principal shall be paid on the
Class A-2 Senior Notes, the Class A-3 Senior Notes, the Class A-4 Senior Notes
and the Class A-5 Senior Notes until the Class A-1 Senior Notes have been paid
in full. The Amortization Period will commence on [ ], 2001 unless an Early
Amortization Event occurs prior to such date. If an Early Amortization Event
occurs, the Amortization Period will commence and principal on this Senior Note
will
91
be payable commencing on the Payment Date occurring in the Collection Period
following the Collection Period in which the Early Amortization Event occurred.
As described above, the entire unpaid principal amount of this
Senior Note shall be due and payable on the earlier of the Stated Maturity and
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Senior
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or Senior Noteholders
of Senior Notes evidencing not less than a majority of the Outstanding Amount of
the Senior Notes have declared the Senior Notes to be immediately due and
payable in the manner provided in Section 5.3 of the Indenture. On and after
such date, all principal payments on the Senior Notes shall be made to the
Senior Noteholders of the Class ▇- ▇ Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A- 4 Senior Notes and the Class A-5 Senior
Notes ratably and without preference or priority of any kind until the
Outstanding Amount of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes each has been reduced to zero.
Payments of interest on this Senior Note due and payable on
each Payment Date, together with the payments of principal, if any, to the
extent not in full payment of this Senior Note, shall be made by check mailed to
the Person whose name appears as the Registered Holder of this Senior Note (or
one or more Predecessor Senior Notes) on the Senior Note Register as of the
close of business on each Record Date, except that with respect to Senior Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Senior Note Register as of the
applicable Record Date without requiring that this Senior Note be submitted for
notation of payment. Any reduction in the principal amount of this Senior Note
(or any one or more Predecessor Senior Notes) effected by any payments made on
any Payment Date shall be binding upon all future Senior Noteholders of this
Senior Note and of any Senior Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Senior Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Lease Trust, will notify the Person who was the Registered Holder hereof as of
the Record Date preceding such Payment Date by notice mailed prior to such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Senior Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.
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The Lease Trust shall pay interest on overdue installments of
interest at the Senior Note Interest Rate to the extent lawful.
As provided in the Indenture, the Senior Notes shall be
redeemed in whole, but not in part, on any Payment Date on or after the date on
which the Pool Balance is less than ten percent of the initial Pool Balance and
on which the Administrative Agent exercises its option to purchase the Series
2000-1 Certificates. The Senior Notes to be redeemed shall, following notice of
redemption as required by Section 10.2 of the Indenture, become due and payable
on the Redemption Date at the Redemption Price and (unless the Lease Trust shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period from and including the Redemption Date.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Senior Note may be
registered on the Senior Note Register upon surrender of this Senior Note for
registration of transfer at the office or agency designated by the Lease Trustee
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Senior Noteholder of this Senior Note or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Senior Note Registrar which
requirements include membership or participation in Securities Transfer Agent's
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Senior Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Senior Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Senior Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.
The obligation represented by this Senior Note is limited to
the Series 2000-1 Specified Assets and the Series 2000-1 Specified Interest. The
Senior Noteholder by accepting this Senior Note acknowledges and agrees that, if
an Insolvency Event occurs with respect to any Titling Company, any claim that
such Senior Noteholder may seek to enforce against such Titling Company or the
Specified Assets allocated to any Specified Interest of such Titling Company
other than the Specified Interest represented by a Series 2000-1 Certificate
shall be subordinated to the payment in full, including post-petition interest,
of the claims of the holders of any
93
Securities related to the Specified Assets allocated to such other Specified
Interests of such Titling Company.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Lease Trust, the Lease
Trustee or the Indenture Trustee on the Senior Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Indenture Trustee or the Lease Trustee in their individual capacities, (ii)
any owner of a beneficial interest in the Lease Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Lease Trustee in their individual capacities, any holder of a
beneficial interest in the Lease Trust, the Lease Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Lease
Trustee in their individual capacities, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
The Senior Notes represent obligations of the Lease Trust only
and do not represent interests in, recourse to or obligations of RCL Trust
2000-1, Ford Credit or any of their respective affiliates.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that by accepting the benefits of the
Indenture that such Senior Noteholder will not at any time institute against the
Lease Trust, any Titling Company or RCL Trust 2000-1, or join in any institution
against the Lease Trust, any Titling Company or RCL Trust 2000-1 of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection
with any obligations relating to the Senior Notes, the Indenture or the other
Basic Documents.
Prior to the due presentment for registration of transfer of
this Senior Note, the Lease Trustee, the Indenture Trustee and any agent of the
Lease Trustee or the Indenture Trustee may treat the Person in whose name this
Senior Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is
94
registered as the owner hereof for all purposes, whether or not this Senior Note
be overdue, and neither the Lease Trustee, the Indenture Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Lease Trust and the rights of the Senior Noteholders under
the Indenture at any time by the Lease Trust with the consent of Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes. The Indenture also contains provisions permitting Senior
Noteholders holding specified percentages of the Outstanding Amount of the
Senior Notes, on behalf of all Senior Noteholders, to waive compliance by the
Lease Trust with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Senior Noteholder of this Senior Note (or any one of more Predecessor Senior
Notes) shall be conclusive and binding upon such Senior Noteholder and upon all
future Senior Noteholders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Senior Note.
The Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of the Senior
Noteholders.
The term "Lease Trust" as used in this Senior Note includes
any successor to the Lease Trust under the Indenture.
The Senior Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS SENIOR NOTE AND THE INDENTURE 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 AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Lease Trust, which is absolute and unconditional, to pay the principal of and
interest on this Senior Note at the times, place, and rate, and in the coin or
currency herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither The Bank of New York
(Delaware) in its individual capacity, any owner of a beneficial interest in the
Lease Trust, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Senior Note or
the Indenture, it being expressly understood that said covenants, obligations
and indemnifications have been made by the Lease Trustee for the sole purpose of
binding the interests of the Lease Trustee in the assets of the Lease Trust. The
Senior Noteholder of this Senior Note by the acceptance hereof agrees that
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the Senior Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Lease Trust for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Senior Note.
95
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number
of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
--------------------------------------------------------------------------------
(name and address of assignee)
the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said Senior Note
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: ***
---------------------- ---------------------------
Signature Guaranteed:
---------------------------
----------------------------
*** Note: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Senior
Note in every particular, without alteration, enlargement or any change
whatsoever.
96
EXHIBIT A-2
[Form of Class A-2 Senior Notes]
REGISTERED
No. R-1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. [ ]
Unless this Senior Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Lease Trustee or its agent for registration of transfer, exchange or
payment, and any Senior Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
AS SET FORTH HEREIN THE OUTSTANDING PRINCIPAL OF THIS SENIOR
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
FORD CREDIT AUTO LEASE TRUST 2000-1
[ ]% CLASS A-2 ASSET BACKED SENIOR NOTE
Ford Credit Auto Lease Trust 2000-1 (the "Lease Trust"), a
trust created pursuant to a trust agreement dated as of [ ], 2000 between RCL
Trust 2000-1, as Depositor and The Bank of New York (Delaware), acting
thereunder not in its individual capacity but solely as trustee of the Lease
Trust (the "Lease Trustee"), for value received, hereby promises to pay CEDE &
CO., or registered assigns, upon presentation and surrender of this Senior Note
the principal sum of [ ] (U.S. $[ ]) on the earlier of the [ ] Payment Date
(the "Stated Maturity") and the Redemption
97
Date, if any, pursuant to Section 10.1 of the Indenture. The Lease Trust will
pay interest on this Senior Note at the rate per annum shown above (the "Senior
Note Interest Rate") on each Payment Date until the principal of this Senior
Note is paid or made available for payment, on the principal amount of this
Senior Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Senior Note will accrue from and including the [15th day] of the calendar month
preceding the calendar month in which the Payment Date occurs to but excluding
the [15th] day of the calendar month in which the Payment Date occurs or, if no
interest has yet been paid, from and including [ ], 2000. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The principal
of and interest on this Senior Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Senior Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Lease Trust with respect to this Senior Note shall be applied first
to interest due and payable on this Senior Note as provided above and then to
the unpaid principal of this Senior Note.
Reference is made to the further provisions of this Senior
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Senior Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Senior Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
98
IN WITNESS WHEREOF, the Lease Trust has caused this instrument
to be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.
Date: [ ], 2000
FORD CREDIT AUTO LEASE TRUST 2000-1,
By: THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as Lease
Trustee under the Lease Trust Agreement
By:
----------------------------------------
Name:
Title:
99
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A-2 Senior Notes designated above and
referred to in the within-mentioned Indenture.
Date: [ ], 2000
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as Indenture
Trustee
By:
----------------------------------------
Authorized Officer
100
REVERSE OF SENIOR NOTE
This Senior Note is one of a duly authorized issue of Senior
Notes of the Lease Trust, designated as its "[ ]% Class A-2 Asset Backed Senior
Notes" (herein called the "Class A-2 Senior Notes") issued under an Indenture,
dated as of [ ], 2000 (as supplemented or amended, the "Indenture"), between the
Lease Trust and The Chase Manhattan Bank, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Lease Trust, the Indenture Trustee and the Senior
Noteholders. Also issued under the Indenture are the [ ]% Class A-1 Asset Backed
Senior Notes (the "Class A-1 Senior Notes"), [ ]% Class A-3 Asset Backed Senior
Notes (the "Class A-3 Senior Notes"), [ ]% Class A-4 Asset Backed Senior Notes
(the "Class A-4 Senior Notes"), and [ ]% Class A-5 Asset Backed Senior Notes
(the "Class A-5 Senior Notes" and, together with the Class A-1 Senior Notes, the
Class A-2 Senior Notes, the Class A-3 Senior Notes and the Class A-4 Senior
Notes, the "Senior Notes"). The Senior Notes are subject to all terms of the
Indenture. All terms used in this Senior Note that are defined in the Indenture,
as supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
All of the Senior Notes are and will be equally and ratably
secured by the Collateral as provided in the Indenture.
Under the Indenture, interest will be payable on the 15th day
of each calendar month or, if any such 15th day is not a Business Day, the next
Business Day (each, a "Payment Date"), commencing [ ], 2000, to the Person in
whose name this Senior Note is registered on the last day of the calendar month
preceding such Payment Date (the "Record Date"). On each Payment Date, there
shall be distributed to such Senior Noteholder the interest accrued at the
Senior Note Interest Rate during the preceding Interest Accrual Period on the
Outstanding Amount of this Senior Note on the preceding Payment Date (after
giving effect to all payments of principal made on such Payment Date) or with
respect to the first Payment Date, on the Outstanding Amount of this Senior Note
on [ ], 2000. No principal will be paid on this Senior Note on any Payment Date
occurring during the Revolving Period. On each Payment Date during the
Amortization Period, there shall be distributed to the Senior Noteholders the
principal, if any, available to be paid on such Payment Date in accordance with
the terms of the Indenture; provided, that no principal shall be paid on the
Class A-2 Senior Notes until the Class A-1 Senior Notes have been paid in full;
provided, further, that no principal shall be paid on the Class A-3 Senior
Notes, the Class A-4 Senior Notes and the Class A-5 Senior Notes until the Class
A-2 Senior Notes have been paid in full. The Amortization Period will commence
on [ ], 2001 unless an Early Amortization Event occurs prior to such date.
If an Early
101
Amortization Event occurs, the Amortization Period will commence and
principal on this Senior Note will be payable commencing on the Payment Date
occurring in the Collection Period following the Collection Period in which the
Early Amortization Event occurred.
As described above, the entire unpaid principal amount of this
Senior Note shall be due and payable on the earlier of the Stated Maturity and
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Senior
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or Senior Noteholders
of Senior Notes evidencing not less than a majority of the Outstanding Amount of
the Senior Notes have declared the Senior Notes to be immediately due and
payable in the manner provided in Section 5.3 of the Indenture. On and after
such date, all principal payments on the Senior Notes shall be made to the
Senior Noteholders of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes ratably and without preference or priority of any kind until the
Outstanding Amount of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes each has been reduced to zero.
Payments of interest on this Senior Note due and payable on
each Payment Date, together with the payments of principal, if any, to the
extent not in full payment of this Senior Note, shall be made by check mailed to
the Person whose name appears as the Registered Holder of this Senior Note (or
one or more Predecessor Senior Notes) on the Senior Note Register as of the
close of business on each Record Date, except that with respect to Senior Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Senior Note Register as of the
applicable Record Date without requiring that this Senior Note be submitted for
notation of payment. Any reduction in the principal amount of this Senior Note
(or any one or more Predecessor Senior Notes) effected by any payments made on
any Payment Date shall be binding upon all future Senior Noteholders of this
Senior Note and of any Senior Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Senior Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Lease Trust, will notify the Person who
102
was the Registered Holder hereof as of the Record Date preceding such Payment
Date by notice mailed prior to such Payment Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Senior
Note at the Indenture Trustee's principal Corporate Trust Office or at the
office of the Indenture Trustee's agent appointed for such purposes located in
The City of New York.
The Lease Trust shall pay interest on overdue installments of
interest at the Senior Note Interest Rate to the extent lawful.
As provided in the Indenture, the Senior Notes shall be
redeemed in whole, but not in part, on any Payment Date on or after the date on
which the Pool Balance is less than ten percent of the initial Pool Balance and
on which the Administrative Agent exercises its option to purchase the Series
2000-1 Certificates. The Senior Notes to be redeemed shall, following notice of
redemption as required by Section 10.2 of the Indenture, become due and payable
on the Redemption Date at the Redemption Price and (unless the Lease Trust shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period from and including the Redemption Date.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Senior Note may be
registered on the Senior Note Register upon surrender of this Senior Note for
registration of transfer at the office or agency designated by the Lease Trustee
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Senior Noteholder of this Senior Note or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Senior Note Registrar which
requirements include membership or participation in Securities Transfer Agent's
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Senior Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Senior Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Senior Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.
The obligation represented by this Senior Note is limited to
the Series 2000-1 Specified Assets and the Series 2000-1 Specified Interest. The
Senior Noteholder by accepting this Senior Note acknowledges and agrees that, if
an Insolvency Event occurs with respect to any Titling Company, any claim that
such Senior Noteholder may seek to enforce against such Titling Company or the
Specified Assets allocated to any Specified Interest of such Titling Company
other than the
103
Specified Interest represented by a Series 2000-1 Certificate shall be
subordinated 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 such Titling Company.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Lease Trust, the Lease
Trustee or the Indenture Trustee on the Senior Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Indenture Trustee or the Lease Trustee in their individual capacities, (ii)
any owner of a beneficial interest in the Lease Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Lease Trustee in their individual capacities, any holder of a
beneficial interest in the Lease Trust, the Lease Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Lease
Trustee in their individual capacities, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
The Senior Notes represent obligations of the Lease Trust only
and do not represent interests in, recourse to or obligations of RCL Trust
2000-1, Ford Credit or any of their respective affiliates.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that by accepting the benefits of the
Indenture that such Senior Noteholder will not at any time institute against the
Lease Trust, any Titling Company or RCL Trust 2000-1, or join in any institution
against the Lease Trust, any Titling Company or RCL Trust 2000-1 of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection
with any obligations relating to the Senior Notes, the Indenture or the other
Basic Documents.
Prior to the due presentment for registration of transfer of
this Senior Note, the Lease Trustee, the Indenture Trustee and any agent of the
Lease Trustee or
104
the Indenture Trustee may treat the Person in whose name this Senior Note (as of
the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Senior Note be overdue, and neither the Lease Trustee, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Lease Trust and the rights of the Senior Noteholders under
the Indenture at any time by the Lease Trust with the consent of Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes. The Indenture also contains provisions permitting Senior
Noteholders holding specified percentages of the Outstanding Amount of the
Senior Notes, on behalf of all Senior Noteholders, to waive compliance by the
Lease Trust with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Senior Noteholder of this Senior Note (or any one of more Predecessor Senior
Notes) shall be conclusive and binding upon such Senior Noteholder and upon all
future Senior Noteholders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Senior Note.
The Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of the Senior
Noteholders.
The term "Lease Trust" as used in this Senior Note includes
any successor to the Lease Trust under the Indenture.
The Senior Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS SENIOR NOTE AND THE INDENTURE 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 AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Lease Trust, which is absolute and unconditional, to pay the principal of and
interest on this Senior Note at the times, place, and rate, and in the coin or
currency herein prescribed.
105
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither The Bank of New York
(Delaware) in its individual capacity, any owner of a beneficial interest in the
Lease Trust, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Senior Note or
the Indenture, it being expressly understood that said covenants, obligations
and indemnifications have been made by the Lease Trustee for the sole purpose of
binding the interests of the Lease Trustee in the assets of the Lease Trust. The
Senior Noteholder of this Senior Note by the acceptance hereof agrees that
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the Senior Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Lease Trust for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Senior Note.
106
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number
of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
------------------------------------------------------------------
--------------------------------------------------------------------------------
(name and address of assignee)
the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said Senior Note
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: ****
----------------------- --------------------------
Signature Guaranteed:
-----------------------------
DF
--------
**** Note: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Senior
Note in every particular, without alteration, enlargement or any change
whatsoever.
107
EXHIBIT A-3
[Form of Class A-3 Senior Notes]
REGISTERED
No. R-1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. [ ]
Unless this Senior Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Lease Trustee or its agent for registration of transfer, exchange or
payment, and any Senior Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
AS SET FORTH HEREIN THE OUTSTANDING PRINCIPAL OF THIS SENIOR
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
FORD CREDIT AUTO LEASE TRUST 2000-1
[ ]% CLASS A-3 ASSET BACKED SENIOR NOTE
Ford Credit Auto Lease Trust 2000-1 (the "Lease Trust"), a
trust created pursuant to a trust agreement dated as of [ ], 2000 between RCL
Trust 2000- 1, as Depositor and The Bank of New York (Delaware), acting
thereunder not in its individual capacity but solely as trustee of the Lease
Trust (the "Lease Trustee"), for value received, hereby promises to pay CEDE &
CO., or registered assigns, upon presentation and surrender of this Senior Note
the principal sum of [ ] (U.S. $[ ]) on the earlier of the [ ] Payment Date (the
"Stated Maturity") and the Redemption
108
Date, if any, pursuant to Section 10.1 of the Indenture. The Lease Trust will
pay interest on this Senior Note at the rate per annum shown above (the "Senior
Note Interest Rate") on each Payment Date until the principal of this Senior
Note is paid or made available for payment, on the principal amount of this
Senior Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Senior Note will accrue from and including the [15th day] of the calendar month
preceding the calendar month in which the Payment Date occurs to but excluding
the [15th] day of the calendar month in which the Payment Date occurs or, if no
interest has yet been paid, from and including [ ], 2000. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The principal
of and interest on this Senior Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Senior Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Lease Trust with respect to this Senior Note shall be applied first
to interest due and payable on this Senior Note as provided above and then to
the unpaid principal of this Senior Note.
Reference is made to the further provisions of this Senior
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Senior Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Senior Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Lease Trust has caused this instrument
to be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.
Date: [ ], 2000
FORD CREDIT AUTO LEASE TRUST 2000-1,
By: THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as Lease
Trustee under the Lease Trust Agreement
By:
-----------------------------------------------
Name:
Title:
109
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A-3 Senior Notes designated above and
referred to in the within-mentioned Indenture.
Date: [ ], 2000
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as Indenture
Trustee
By:
--------------------------------------------
Authorized Officer
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REVERSE OF SENIOR NOTE
This Senior Note is one of a duly authorized issue of Senior
Notes of the Lease Trust, designated as its "[ ]% Class A-3 Asset Backed Senior
Notes" (herein called the "Class A-3 Senior Notes") issued under an Indenture,
dated as of [ ], 2000 (as supplemented or amended, the "Indenture"), between the
Lease Trust and The Chase Manhattan Bank, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Lease Trust, the Indenture Trustee and the Senior
Noteholders. Also issued under the Indenture are the [ ]% Class A-1 Asset Backed
Senior Notes (the "Class A-1 Senior Notes"), [ ]% Class A-2 Asset Backed Senior
Notes (the "Class A-2 Senior Notes"), [ ]% Class A-4 Asset Backed Senior Notes
(the "Class A-4 Senior Notes"), and [ ]% Class A-5 Asset Backed Senior Notes
(the "Class A-5 Senior Notes" and, together with the Class A-1 Senior Notes, the
Class A-2 Senior Notes, the Class A-3 Senior Notes and the Class A-4 Senior
Notes, the "Senior Notes"). The Senior Notes are subject to all terms of the
Indenture. All terms used in this Senior Note that are defined in the Indenture,
as supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
All of the Senior Notes are and will be equally and ratably
secured by the Collateral as provided in the Indenture.
Under the Indenture, interest will be payable on the 15th day
of each calendar month or, if any such 15th day is not a Business Day, the next
Business Day (each, a "Payment Date"), commencing [ ], 2000, to the Person in
whose name this Senior Note is registered on the last day of the calendar month
preceding such Payment Date (the "Record Date"). On each Payment Date, there
shall be distributed to such Senior Noteholder the interest accrued at the
Senior Note Interest Rate during the preceding Interest Accrual Period on the
Outstanding Amount of this Senior Note on the preceding Payment Date (after
giving effect to all payments of principal made on such Payment Date) or with
respect to the first Payment Date, on the Outstanding Amount of this Senior Note
on [ ], 2000. No principal will be paid on this Senior Note on any Payment Date
occurring during the Revolving Period. On each Payment Date during the
Amortization Period, there shall be distributed to the Senior Noteholders the
principal, if any, available to be paid on such Payment Date in accordance with
the terms of the Indenture; provided, that no principal shall be paid on the
Class A-3 Senior Notes until the Class A-1 Senior Notes and the Class A-2 Senior
Notes have been paid in full; provided, further, that no principal shall be paid
on the Class A-4 Senior Notes and the Class A-5 Senior Notes until the Class A-3
Senior Notes have been paid in full. The Amortization Period will commence on
[ ], 2001 unless an Early Amortization Event occurs prior to such date.
If an Early
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Amortization Event occurs, the Amortization Period will commence and
principal on this Senior Note will be payable commencing on the Payment Date
occurring in the Collection Period following the Collection Period in which the
Early Amortization Event occurred.
As described above, the entire unpaid principal amount of this
Senior Note shall be due and payable on the earlier of the Stated Maturity and
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Senior
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or Senior Noteholders
of Senior Notes evidencing not less than a majority of the Outstanding Amount of
the Senior Notes have declared the Senior Notes to be immediately due and
payable in the manner provided in Section 5.3 of the Indenture. On and after
such date, all principal payments on the Senior Notes shall be made to the
Senior Noteholders of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes ratably and without preference or priority of any kind until the
Outstanding Amount of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes each has been reduced to zero.
Payments of interest on this Senior Note due and payable on
each Payment Date, together with the payments of principal, if any, to the
extent not in full payment of this Senior Note, shall be made by check mailed to
the Person whose name appears as the Registered Holder of this Senior Note (or
one or more Predecessor Senior Notes) on the Senior Note Register as of the
close of business on each Record Date, except that with respect to Senior Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Senior Note Register as of the
applicable Record Date without requiring that this Senior Note be submitted for
notation of payment. Any reduction in the principal amount of this Senior Note
(or any one or more Predecessor Senior Notes) effected by any payments made on
any Payment Date shall be binding upon all future Senior Noteholders of this
Senior Note and of any Senior Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Senior Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Lease Trust, will notify the Person who was the Registered Holder hereof as of
the Record Date preceding such Payment Date by notice mailed prior to such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Senior Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture
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Trustee's agent appointed for such purposes located in The City of New York.
The Lease Trust shall pay interest on overdue installments of
interest at the Senior Note Interest Rate to the extent lawful.
As provided in the Indenture, the Senior Notes shall be
redeemed in whole, but not in part, on any Payment Date on or after the date on
which the Pool Balance is less than ten percent of the initial Pool Balance and
on which the Administrative Agent exercises its option to purchase the Series
2000-1 Certificates. The Senior Notes to be redeemed shall, following notice of
redemption as required by Section 10.2 of the Indenture, become due and payable
on the Redemption Date at the Redemption Price and (unless the Lease Trust shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period from and including the Redemption Date.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Senior Note may be
registered on the Senior Note Register upon surrender of this Senior Note for
registration of transfer at the office or agency designated by the Lease Trustee
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Senior Noteholder of this Senior Note or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Senior Note Registrar which
requirements include membership or participation in Securities Transfer Agent's
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Senior Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Senior Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Senior Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.
The obligation represented by this Senior Note is limited to
the Series 2000-1 Specified Assets and the Series 2000-1 Specified Interest. The
Senior Noteholder by accepting this Senior Note acknowledges and agrees that, if
an Insolvency Event occurs with respect to any Titling Company, any claim that
such Senior Noteholder may seek to enforce against such Titling Company or the
Specified Assets allocated to any
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Specified Interest of such Titling Company other than the Specified Interest
represented by a Series 2000-1 Certificate shall be subordinated 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 such Titling Company.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Lease Trust, the Lease
Trustee or the Indenture Trustee on the Senior Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Indenture Trustee or the Lease Trustee in their individual capacities, (ii)
any owner of a beneficial interest in the Lease Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Lease Trustee in their individual capacities, any holder of a
beneficial interest in the Lease Trust, the Lease Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Lease
Trustee in their individual capacities, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
The Senior Notes represent obligations of the Lease Trust only
and do not represent interests in, recourse to or obligations of RCL Trust
2000-1, Ford Credit or any of their respective affiliates.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that by accepting the benefits of the
Indenture that such Senior Noteholder will not at any time institute against the
Lease Trust, any Titling Company or RCL Trust 2000-1, or join in any institution
against the Lease Trust, any Titling Company or RCL Trust 2000-1 of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection
with any obligations relating to the Senior Notes, the Indenture or the other
Basic Documents.
Prior to the due presentment for registration of transfer of
this Senior Note, the Lease Trustee, the Indenture Trustee and any agent of the
Lease Trustee or
114
the Indenture Trustee may treat the Person in whose name this Senior Note (as of
the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Senior Note be overdue, and neither the Lease Trustee, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Lease Trust and the rights of the Senior Noteholders under
the Indenture at any time by the Lease Trust with the consent of Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes. The Indenture also contains provisions permitting Senior
Noteholders holding specified percentages of the Outstanding Amount of the
Senior Notes, on behalf of all Senior Noteholders, to waive compliance by the
Lease Trust with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Senior Noteholder of this Senior Note (or any one of more Predecessor Senior
Notes) shall be conclusive and binding upon such Senior Noteholder and upon all
future Senior Noteholders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Senior Note.
The Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of the Senior
Noteholders.
The term "Lease Trust" as used in this Senior Note includes
any successor to the Lease Trust under the Indenture.
The Senior Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS SENIOR NOTE AND THE INDENTURE 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 AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Lease Trust, which is absolute and unconditional, to pay the principal of and
interest on this Senior Note at the times, place, and rate, and in the coin or
currency herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither The Bank of New York
(Delaware) in its individual capacity, any owner of a beneficial interest in the
Lease Trust, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Senior Note or
the Indenture, it being expressly understood that said covenants, obligations
and indemnifications have been made by the Lease Trustee for the sole purpose of
binding the interests of the Lease Trustee in the assets of the Lease Trust. The
Senior Noteholder of this Senior Note by the acceptance hereof agrees that
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the Senior Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Lease Trust for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Senior Note.
115
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee
----------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
----------------------------------------------------------------------------
(name and address of assignee)
the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said Senior Note
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: ***
---------------------- ------------------------
Signature Guaranteed:
-------------------------------------------
-------------------------------------
***** Note: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Senior
Note in every particular, without alteration, enlargement or any change
whatsoever.
116
EXHIBIT A-4
[Form of Class A-4 Senior Notes]
REGISTERED
No. R-1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. [ ]
Unless this Senior Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Lease Trustee or its agent for registration of transfer, exchange or
payment, and any Senior Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
AS SET FORTH HEREIN, THE OUTSTANDING AMOUNT OF THIS SENIOR
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
FORD CREDIT AUTO LEASE TRUST 2000-1
[ ]% CLASS A-4 ASSET BACKED SENIOR NOTE
Ford Credit Auto Lease Trust 2000-1 (the "Lease Trust"), a
trust created pursuant to a trust agreement dated as of [ ], 2000 between RCL
Trust 2000-1, as Depositor and The Bank of New York (Delaware), acting
thereunder not in its individual capacity but solely as trustee of the Lease
Trust (the "Lease Trustee"), for value received, hereby promises to pay CEDE &
CO., or registered assigns, upon presentation and surrender of this Senior Note
the principal sum of [ ] (U.S. $[ ]) on the earlier of the [ ] Payment Date (the
"Stated Maturity") and the Redemption
117
Date, if any, pursuant to Section 10.1 of the Indenture. The Lease Trust will
pay interest on this Senior Note at the rate per annum shown above (the "Senior
Note Interest Rate") on each Payment Date until the principal of this Senior
Note is paid or made available for payment, on the principal amount of this
Senior Note outstanding on the preceding Payment Date (after giving effect to
all payments of principal made on the preceding Payment Date). Interest on this
Senior Note will accrue from and including the [15th day] of the calendar month
preceding the calendar month in which the Payment Date occurs to but excluding
the [15th] day of the calendar month in which the Payment Date occurs or, if no
interest has yet been paid, from and including [ ], 2000. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The principal
of and interest on this Senior Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Senior Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Lease Trust with respect to this Senior Note shall be applied first
to interest due and payable on this Senior Note as provided above and then to
the unpaid principal of this Senior Note.
Reference is made to the further provisions of this Senior
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Senior Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Senior Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
118
IN WITNESS WHEREOF, the Lease Trust has caused this instrument
to be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.
Date: [ ], 2000
FORD CREDIT AUTO LEASE TRUST 2000-1,
By: THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as
Lease Trustee under the Lease Trust Agreement
By:
------------------------------------
Name:
Title:
119
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A-4 Senior Notes designated above and
referred to in the within-mentioned Indenture.
Date: [ ], 2000
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Indenture Trustee
By:
--------------------------------
Authorized Officer
120
REVERSE OF SENIOR NOTE
This Senior Note is one of a duly authorized issue of Senior
Notes of the Lease Trust, designated as its "[ ]% Class A-4 Asset Backed Senior
Notes" (herein called the "Class A-4 Senior Notes") issued under an Indenture,
dated as of [ ], 2000 (as supplemented or amended, the "Indenture"),
between the Lease Trust and The Chase Manhattan Bank, as indenture trustee (the
"Indenture Trustee", which term includes any successor Indenture Trustee under
the Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Lease Trust, the Indenture Trustee and the Senior
Noteholders. Also issued under the Indenture are the [ ]% Class A-1 Asset Backed
Senior Notes (the "Class A-1 Senior Notes"), [ ]% Class A-2 Asset Backed Senior
Notes (the "Class A-2 Senior Notes"), [ ]% Class A-3 Asset Backed Senior Notes
(the "Class A-3 Senior Notes"), and [ ]% Class A-5 Asset Backed Senior Notes
(the "Class A-5 Senior Notes" and, together with the Class A-1 Senior Notes, the
Class A-2 Senior Notes, the Class A-3 Senior Notes and the Class A-4 Senior
Notes, the "Senior Notes"). The Senior Notes are subject to all terms of the
Indenture. All terms used in this Senior Note that are defined in the Indenture,
as supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
All of the Senior Notes are and will be equally and ratably
secured by the Collateral as provided in the Indenture.
Under the Indenture, interest will be payable on the 15th day
of each calendar month or, if any such 15th day is not a Business Day, the next
Business Day (each, a "Payment Date"), commencing [ ], 2000, to the
Person in whose name this Senior Note is registered on the last day of the
calendar month preceding such Payment Date (the "Record Date"). On each Payment
Date, there shall be distributed to such Senior Noteholder the interest accrued
at the Senior Note Interest Rate during the preceding Interest Accrual Period on
the Outstanding Amount of this Senior Note on the preceding Payment Date (after
giving effect to all payments of principal made on such Payment Date) or with
respect to the first Payment Date, on the Outstanding Amount of this Senior Note
on [ ], 2000. No principal will be paid on this Senior Note on any Payment Date
occurring during the Revolving Period. On each Payment Date during the
Amortization Period, there shall be distributed to the Senior Noteholders the
principal, if any, available to be paid on such Payment Date in accordance with
the terms of the Indenture; provided, that no principal shall be paid on the
Class A-4 Senior Notes until the Class A-1 Senior Notes, the Class A-2 Senior
Notes and the Class A-3 Senior Notes have been paid in full; provided, further
that no principal shall be paid on the Class A-5 Senior Notes until the Class
A-4 Senior Notes have been paid in full. The Amortization Period will commence
on [ ], 2001 unless an Early Amortization Event occurs prior to such
date. If an Early
121
Amortization Event occurs, the Amortization Period will commence and principal
on this Senior Note will be payable commencing on the Payment Date occurring in
the Collection Period following the Collection Period in which the Early
Amortization Event occurred.
As described above, the entire unpaid principal amount of this
Senior Note shall be due and payable on the earlier of the Stated Maturity and
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Senior
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or Senior Noteholders
of Senior Notes evidencing not less than a majority of the Outstanding Amount of
the Senior Notes have declared the Senior Notes to be immediately due and
payable in the manner provided in Section 5.3 of the Indenture. On and after
such date, all principal payments on the Senior Notes shall be made to the
Senior Noteholders of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes ratably and without preference or priority of any kind until the
Outstanding Amount of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes each has been reduced to zero.
Payments of interest on this Senior Note due and payable on
each Payment Date, together with the payments of principal, if any, to the
extent not in full payment of this Senior Note, shall be made by check mailed to
the Person whose name appears as the Registered Holder of this Senior Note (or
one or more Predecessor Senior Notes) on the Senior Note Register as of the
close of business on each Record Date, except that with respect to Senior Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Senior Note Register as of the
applicable Record Date without requiring that this Senior Note be submitted for
notation of payment. Any reduction in the principal amount of this Senior Note
(or any one or more Predecessor Senior Notes) effected by any payments made on
any Payment Date shall be binding upon all future Senior Noteholders of this
Senior Note and of any Senior Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Senior Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Lease Trust, will notify the Person who
122
was the Registered Holder hereof as of the Record Date preceding such Payment
Date by notice mailed prior to such Payment Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Senior
Note at the Indenture Trustee's principal Corporate Trust Office or at the
office of the Indenture Trustee's agent appointed for such purposes located in
The City of New York.
The Lease Trust shall pay interest on overdue installments of
interest at the Senior Note Interest Rate to the extent lawful.
As provided in the Indenture, the Senior Notes shall be
redeemed in whole, but not in part, on any Payment Date on or after the date on
which the Pool Balance is less than ten percent of the initial Pool Balance and
on which the Administrative Agent exercises its option to purchase the Series
2000-1 Certificates. The Senior Notes to be redeemed shall, following notice of
redemption as required by Section 10.2 of the Indenture, become due and payable
on the Redemption Date at the Redemption Price and (unless the Lease Trust shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period from and including the Redemption Date.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Senior Note may be
registered on the Senior Note Register upon surrender of this Senior Note for
registration of transfer at the office or agency designated by the Lease Trustee
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Senior Noteholder of this Senior Note or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Senior Note Registrar which
requirements include membership or participation in Securities Transfer Agent's
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Senior Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Senior Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Senior Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.
The obligation represented by this Senior Note is limited to
the Series 2000-1 Specified Assets and the Series 2000-1 Specified Interest. The
Senior Noteholder by accepting this Senior Note acknowledges and agrees that, if
an Insolvency Event occurs with respect to any Titling Company, any claim that
such Senior Noteholder may seek to enforce against such Titling Company or the
Specified Assets allocated to any Specified Interest of such Titling Company
other than the
123
Specified Interest represented by a Series 2000-1 Certificate shall be
subordinated 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 such Titling Company.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Lease Trust, the Lease
Trustee or the Indenture Trustee on the Senior Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Indenture Trustee or the Lease Trustee in their individual capacities, (ii)
any owner of a beneficial interest in the Lease Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Lease Trustee in their individual capacities, any holder of a
beneficial interest in the Lease Trust, the Lease Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Lease
Trustee in their individual capacities, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
The Senior Notes represent obligations of the Lease Trust only
and do not represent interests in, recourse to or obligations of RCL Trust
2000-1, Ford Credit or any of their respective affiliates.
Each Senior Noteholder or Senior Note Owner, by acceptance
of a Senior Note or, in the case of a Senior Note Owner, a beneficial interest
in a Senior Note, covenants and agrees that by accepting the benefits of the
Indenture that such Senior Noteholder will not at any time institute against the
Lease Trust, any Titling Company or RCL Trust 2000-1, or join in any institution
against the Lease Trust, any Titling Company or RCL Trust 2000-1 of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection
with any obligations relating to the Senior Notes, the Indenture or the other
Basic Documents.
Prior to the due presentment for registration of transfer of
this Senior Note, the Lease Trustee, the Indenture Trustee and any agent of the
Lease Trustee or
124
the Indenture Trustee may treat the Person in whose name this Senior Note (as of
the day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Senior Note be overdue, and neither the Lease Trustee, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Lease Trust and the rights of the Senior Noteholders under
the Indenture at any time by the Lease Trust with the consent of Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes. The Indenture also contains provisions permitting Senior
Noteholders holding specified percentages of the Outstanding Amount of the
Senior Notes, on behalf of all Senior Noteholders, to waive compliance by the
Lease Trust with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Senior Noteholder of this Senior Note (or any one of more Predecessor Senior
Notes) shall be conclusive and binding upon such Senior Noteholder and upon all
future Senior Noteholders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Senior Note.
The Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of the Senior
Noteholders.
The term "Lease Trust" as used in this Senior Note includes
any successor to the Lease Trust under the Indenture.
The Senior Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS SENIOR NOTE AND THE INDENTURE 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 AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Lease Trust, which is absolute and unconditional, to pay the principal of and
interest on this Senior Note at the times, place, and rate, and in the coin or
currency herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither The Bank of New York
(Delaware) in its individual capacity, any owner of a beneficial interest in the
Lease Trust, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Senior Note or
the Indenture, it being expressly understood that said covenants, obligations
and indemnifications have been made by the Lease Trustee for the sole purpose of
binding the interests of the Lease Trustee in the assets of the Lease Trust. The
Senior Noteholder of this Senior Note by the acceptance hereof agrees that
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the Senior Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Lease Trust for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Senior Note.
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ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number
of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
--------------------------------------------------------------------------------
(name and address of assignee)
the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said Senior Note
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated:
******
-------------------------- ---------------------
Signature Guaranteed:
---------------------
---------------------------------------------
****** Note: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Senior
Note in every particular, without alteration, enlargement or any change
whatsoever.
126
EXHIBIT A-5
[Form of Class A-5 Senior Notes]
REGISTERED
No. R-1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO. [ ]
Unless this Senior Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Lease Trustee or its agent for registration of transfer, exchange or
payment, and any Senior Note issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL OF THIS SENIOR
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
FORD CREDIT AUTO LEASE TRUST 2000-1
[ ]% CLASS A-5 ASSET BACKED SENIOR NOTE
Ford Credit Auto Lease Trust 2000-1 (the "Lease Trust"), a
trust created pursuant to a trust agreement dated as of [ ], 2000 between RCL
Trust 2000-1, as Depositor and The Bank of New York (Delaware), acting
thereunder not in its individual capacity but solely as trustee of the Lease
Trust (the "Lease Trustee"), for value received, hereby promises to pay CEDE &
CO., or registered assigns, upon presentation and surrender of this Senior Note
the principal sum of [ ] (U.S. $[ ]) on the earlier of the [ ] Payment Date (the
"Stated Maturity") and the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. The Lease Trust will pay
127
interest on this Senior Note at the rate per annum shown above (the "Senior Note
Interest Rate") on each Payment Date until the principal of this Senior Note is
paid or made available for payment, on the principal amount of this Senior Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date). Interest on this Senior Note
will accrue from and including the [15th day] of the calendar month preceding
the calendar month in which the Payment Date occurs to but excluding the [15th]
day of the calendar month in which the Payment Date occurs or, if no interest
has yet been paid, from and including [ ], 2000. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The principal of and
interest on this Senior Note shall be paid in the manner specified on the
reverse hereof.
The principal of and interest on this Senior Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Lease Trust with respect to this Senior Note shall be applied first
to interest due and payable on this Senior Note as provided above and then to
the unpaid principal of this Senior Note.
Reference is made to the further provisions of this Senior
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Senior Note.
Unless the certificate of authentication hereon has been
executed by the Indenture Trustee whose name appears below by manual signature,
this Senior Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
128
IN WITNESS WHEREOF, the Lease Trust has caused this instrument
to be signed, manually or in facsimile, by its Authorized Officer as of the date
set forth below.
Date: [ ], 2000
FORD CREDIT AUTO LEASE TRUST 2000-1,
By: THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as Lease
Trustee under the Lease Trust Agreement
By:
-----------------------------------------------
Name:
Title:
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A-5 Senior Notes designated above and
referred to in the within-mentioned Indenture.
Date: [ ], 2000
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as Indenture
Trustee
By:
-----------------------------------------
Authorized Officer
129
REVERSE OF SENIOR NOTE
This Senior Note is one of a duly authorized issue of Senior
Notes of the Lease Trust, designated as its "[ ]% Class A-5 Asset Backed Senior
Notes" (herein called the "Class A-5 Senior Notes") issued under an Indenture,
dated as of [ ], 2000 (as supplemented or amended, the "Indenture"), between the
Lease Trust and The Chase Manhattan Bank, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Lease Trust, the Indenture Trustee and the Senior
Noteholders. Also issued under the Indenture are the [ ]% Class A-1 Asset Backed
Senior Notes (the "Class A-1 Senior Notes"), [ ]% Class A-2 Asset Backed Senior
Notes (the "Class A-2 Senior Notes"), [ ]% Class A-3 Asset Backed Senior Notes
(the "Class A-3 Senior Notes"), and [ ]% Class A-4 Asset Backed Senior Notes
(the "Class A-4 Senior Notes" and, together with the Class A-1 Senior Notes, the
Class A-2 Senior Notes, the Class A-3 Senior Notes and the Class A-5 Senior
Notes, the "Senior Notes"). The Senior Notes are subject to all terms of the
Indenture. All terms used in this Senior Note that are defined in the Indenture,
as supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.
All of the Senior Notes are and will be equally and ratably
secured by the Collateral as provided in the Indenture.
Under the Indenture, interest will be payable on the 15th day
of each calendar month or, if any such 15th day is not a Business Day, the next
Business Day (each, a "Payment Date"), commencing [ ], 2000 to the
Person in whose name this Senior Note is registered on the last day of the
calendar month preceding such Payment Date (the "Record Date"). On each Payment
Date, there shall be distributed to such Senior Noteholder the interest accrued
at the Senior Note Interest Rate during the preceding Interest Accrual Period on
the Outstanding Amount of this Senior Note on the preceding Payment Date (after
giving effect to all payments of principal made on such Payment Date) or with
respect to the first Payment Date, on the Outstanding Amount of this Senior Note
on [ ], 2000. No principal will be paid on this Senior Note on any Payment Date
occurring during the Revolving Period. On each Payment Date during the
Amortization Period, there shall be distributed to the Senior Noteholders the
principal, if any, available to be paid on such Payment Date in accordance with
the terms of the Indenture; provided, however that no principal shall be paid on
the Class A-5 Senior Notes until the Class A-1 Senior Notes, the Class A-2
Senior Notes, the Class A-3 Senior Notes, the Class A-4 Senior Notes and the
Class A-5 Senior Notes have been paid in full. The Amortization Period will
commence on [ ], 2001 unless an Early Amortization Event occurs prior to such
date. If an Early Amortization Event occurs, the Amortization Period will
commence and principal on
130
this Senior Note will be payable commencing on the Payment Date occurring in the
Collection Period following the Collection Period in which the Early
Amortization Event occurred.
As described above, the entire unpaid principal amount of this
Senior Note shall be due and payable on the earlier of the Stated Maturity and
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Senior
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or Senior Noteholders
of Senior Notes evidencing not less than a majority of the Outstanding Amount of
the Senior Notes have declared the Senior Notes to be immediately due and
payable in the manner provided in Section 5.3 of the Indenture. On and after
such date, all principal payments on the Senior Notes shall be made to the
Senior Noteholders of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A- 4 Senior Notes and the Class A-5 Senior
Notes ratably and without preference or priority of any kind until the
Outstanding Amount of the Class A-1 Senior Notes, the Class A-2 Senior Notes,
the Class A-3 Senior Notes, the Class A-4 Senior Notes and the Class A-5 Senior
Notes each has been reduced to zero.
Payments of interest on this Senior Note due and payable on
each Payment Date, together with the payments of principal, if any, to the
extent not in full payment of this Senior Note, shall be made by check mailed to
the Person whose name appears as the Registered Holder of this Senior Note (or
one or more Predecessor Senior Notes) on the Senior Note Register as of the
close of business on each Record Date, except that with respect to Senior Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Senior Note Register as of the
applicable Record Date without requiring that this Senior Note be submitted for
notation of payment. Any reduction in the principal amount of this Senior Note
(or any one or more Predecessor Senior Notes) effected by any payments made on
any Payment Date shall be binding upon all future Senior Noteholders of this
Senior Note and of any Senior Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If
funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Senior Note on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the
Lease Trust, will notify the Person who was the Registered Holder hereof as of
the Record Date preceding such Payment Date by notice mailed prior to such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Senior Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.
131
The Lease Trust shall pay interest on overdue installments of
interest at the Senior Note Interest Rate to the extent lawful.
As provided in the Indenture, the Senior Notes shall be
redeemed in whole, but not in part, on any Payment Date on or after the date on
which the Pool Balance is less than ten percent of the initial Pool Balance and
on which the Administrative Agent exercises its option to purchase the Series
2000-1 Certificates. The Senior Notes to be redeemed shall, following notice of
redemption as required by Section 10.2 of the Indenture, become due and payable
on the Redemption Date at the Redemption Price and (unless the Lease Trust shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period from and including the Redemption Date.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Senior Note may be
registered on the Senior Note Register upon surrender of this Senior Note for
registration of transfer at the office or agency designated by the Lease Trustee
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Senior Noteholder of this Senior Note or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Senior Note Registrar which
requirements include membership or participation in Securities Transfer Agent's
Medallion Program ("Stamp") or such other "signature guarantee program" as may
be determined by the Senior Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Indenture Trustee may require, and thereupon one or
more new Senior Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Senior Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.
The obligation represented by this Senior Note is limited to
the Series 2000-1 Specified Assets and the Series 2000-1 Specified Interest. The
Senior Noteholder by accepting this Senior Note acknowledges and agrees that, if
an Insolvency Event occurs with respect to any Titling Company, any claim that
such Senior Noteholder may seek to enforce against such Titling Company or the
Specified Assets allocated to any Specified Interest of such Titling Company
other than the Specified Interest represented by a Series 2000-1 Certificate
shall be subordinated to
132
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 such Titling Company.
Each Senior Noteholder or Senior Note Owner, by acceptance of
a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a
Senior Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Lease Trust, the Lease
Trustee or the Indenture Trustee on the Senior Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Indenture Trustee or the Lease Trustee in their individual capacities, (ii)
any owner of a beneficial interest in the Lease Trust or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture
Trustee or the Lease Trustee in their individual capacities, any holder of a
beneficial interest in the Lease Trust, the Lease Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Lease
Trustee in their individual capacities, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
The Senior Notes represent obligations of the Lease Trust only
and do not represent interests in, recourse to or obligations of RCL Trust
2000-1, Ford Credit or any of their respective affiliates.
Each Senior Noteholder or Senior Note Owner, by acceptance
of a Senior Note or, in the case of a Senior Note Owner, a beneficial interest
in a Senior Note, covenants and agrees that by accepting the benefits of the
Indenture that such Senior Noteholder will not at any time institute against the
Lease Trust, any Titling Company or RCL Trust 2000-1, or join in any institution
against the Lease Trust, any Titling Company or RCL Trust 2000-1 of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection
with any obligations relating to the Senior Notes, the Indenture or the other
Basic Documents.
Prior to the due presentment for registration of transfer of
this Senior Note, the Lease Trustee, the Indenture Trustee and any agent of the
Lease Trustee or the Indenture Trustee may treat the Person in whose name this
Senior Note (as of the
133
day of determination or as of such other date as may be specified in the
Indenture) is registered as the owner hereof for all purposes, whether or not
this Senior Note be overdue, and neither the Lease Trustee, the Indenture
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Lease Trust and the rights of the Senior Noteholders under
the Indenture at any time by the Lease Trust with the consent of Senior
Noteholders holding not less than a majority of the Outstanding Amount of the
Senior Notes. The Indenture also contains provisions permitting Senior
Noteholders holding specified percentages of the Outstanding Amount of the
Senior Notes, on behalf of all Senior Noteholders, to waive compliance by the
Lease Trust with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Senior Noteholder of this Senior Note (or any one of more Predecessor Senior
Notes) shall be conclusive and binding upon such Senior Noteholder and upon all
future Senior Noteholders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Senior Note.
The Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of the Senior
Noteholders.
The term "Lease Trust" as used in this Senior Note includes
any successor to the Lease Trust under the Indenture.
The Senior Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
THIS SENIOR NOTE AND THE INDENTURE 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 AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
No reference herein to the Indenture and no provision of this
Senior Note or of the Indenture shall alter or impair the obligation of the
Lease Trust, which is absolute and unconditional, to pay the principal of and
interest on this Senior Note at the times, place, and rate, and in the coin or
currency herein prescribed.
Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither The Bank of New York
(Delaware) in its individual capacity, any owner of a beneficial interest in the
Lease Trust, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or
134
successors or assigns shall be personally liable for, nor shall recourse be had
to any of them for, the payment of principal of or interest on, or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Senior Note or the Indenture, it being
expressly understood that said covenants, obligations and indemnifications have
been made by the Lease Trustee for the sole purpose of binding the interests of
the Lease Trustee in the assets of the Lease Trust. The Senior Noteholder of
this Senior Note by the acceptance hereof agrees that except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Senior Noteholder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Lease Trust for any and all liabilities, obligations
and undertakings contained in the Indenture or in this Senior Note.
135
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number
of assignee
--------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
--------------------------------------------------------------------------------
(name and address of assignee)
the within Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________, attorney, to transfer said Senior Note
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: *****
------------------------------ ------------------------
Signature Guaranteed:
` -----------------------------
------------------------------------
******* Note: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Senior
Note in every particular, without alteration, enlargement or any change
whatsoever.
