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EXHIBIT 10.11
APPENDIX A
SERIES 2000-1 DEFINITIONS
Terms used herein and not otherwise defined have the meanings assigned
to such terms in Appendix I to the Administrative Agency Agreement. To the
extent that the definitions set forth herein conflict with the definitions set
forth in Appendix I, or incorporated by reference therein, the definitions set
forth herein shall be controlling.
"Accounts Control Agreement" shall mean the securities account control
agreement dated as of [ ], 2000 among the Lease Trust, the Indenture Trustee, as
secured party and The Chase Manhattan Bank, as the securities intermediary, as
amended or supplemented from time to time.
"Additional Fee Released Amount" shall mean, with respect to any
Collection Period, the sum of all Additional Fees received from Lessees with
respect to Series 2000-1 Leases during such Collection Period.
"Additional Payment" shall mean, with respect to any Payment Date, an
amount equal to the Cash Collateral Amount (after giving effect to (i) the
withdrawal of the Cash Collateral Required Draw Amount pursuant to Section
8.4(a) of the Indenture and (ii) the aggregate amounts required to be deposited
to the Cash Collateral Account pursuant to Section 6.5 of the Program Operating
Lease without regard to Section 6.6 thereof) minus the Required Cash Collateral
Amount, in each case, on such Payment Date.
"Additional Series 2000-1 Assets" shall have the meaning set forth in
Section 1.1 (d) of the Series 2000-1 Supplement.
"Additional Series 2000-1 Cut-Off Date" shall mean, with respect to any
Additional Series 2000-1 Assets, the first day of the Collection Period during
which such Additional Series 2000-1 Assets were allocated to the Series 2000-1
Certificates.
"Additional Series 2000-1 Lease" shall mean any Lease which is an
Additional Series 2000-1 Asset.
"Additional Series 2000-1 Leased Vehicle" shall mean any Leased Vehicle
which is an Additional Series 2000-1 Asset.
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"Additional Series 2000-1 Specification Notice" shall have the meaning
set forth in Section 1.1 of the Series 2000-1 Supplement.
"Adjusted Pool Balance" shall mean, with respect to any Payment Date,
the sum of the Pool Balance as of the first day of the Collection Period in
which such Payment Date occurs (after giving effect to any Additional Series
2000-1 Assets on such date but without giving effect to any Series 2000-1
Collections received on such date), plus the Excess Cash Amount, as determined
on the first day of the Collection Period in which such Payment Date occurs.
"Administrative Agency Agreement" shall mean the Amended and Restated
Administrative Agency Agreement dated as of [ ], 2000 among Ford Credit, as
Administrative Agent, each of FCTT, FCMTT, FCALM and FCAL, as Titling Companies,
and U.S. Bank National Association, as Titling Company Agent, as supplemented by
the Series 2000-1 Supplement, and as otherwise amended, modified or supplemented
from time to time.
"Aggregate Certificate Balance" shall mean, as of any date, the
aggregate Certificate Balances of the Lease Trust Certificates as of such date;
provided that in determining whether the holders of Lease Trust Certificates
evidencing the requisite portion or percentage of the Aggregate Certificate
Balance have given any request, demand, authorization, direction, notice,
consent, or waiver under any Basic Document, Lease Trust Certificates owned by
the Depositor, the Administrative Agent or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed to be excluded from the Aggregate
Certificate Balance (unless the foregoing Persons or Affiliates of any of them
own 100% of the Lease Trust Certificates), except that, in determining whether
the Indenture Trustee and Lease Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent, or waiver, only
Lease Trust Certificates that a Responsible Officer (as defined in the
Indenture) of the Indenture Trustee, if applicable, and a Responsible Officer
(as defined in the Lease Trust Agreement) of the Lease Trustee with direct
responsibility for the administration of the Lease Trust Agreement, if
applicable, knows to be so owned shall be so disregarded.
"Aggregate Net Monthly Payment Advances" shall mean, with respect to
any Collection Period, an amount, which may be positive or negative, equal to
the aggregate Monthly Payment Advances made with respect to Series 2000-1 Leases
in accordance with Section 5.4(b) of the Series 2000-1 Supplement during such
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Collection Period minus the aggregate amounts with respect to Series 2000-1
Leases retained by the Administrative Agent or withdrawn from the Series 2000-1
Collection Account pursuant to Section 5.4(c) of the Series 2000-1 Supplement
during such Collection Period.
"Aggregate Excess Proceeds" shall mean, with respect to any Collection
Period, the sum of (i) the Excess Early Normal Termination Proceeds with respect
to such Collection Period, (ii) the Excess Voluntary Early Termination Proceeds
with respect to such Collection Period, and (iii) the Excess Liquidation
Proceeds with respect to such Collection Period.
"Aggregate Sale Proceeds Advances" shall mean, with respect to any
Collection Period, an amount equal to the aggregate Sale Proceeds Advances with
respect to Series 2000-1 Leased Vehicles made by the Administrative Agent
pursuant to Section 5.4 of the Administrative Agency Agreement during such
Collection Period.
"Aggregate Series 2000-1 Residual Losses" shall mean, with respect to
any Collection Period, the sum of the Series 2000-1 Residual Losses during such
Collection Period.
"Aggregate Series 2000-1 Securitization Net Credit Losses" shall mean,
with respect to any Collection Period, the sum of the Series 2000-1
Securitization Net Credit Losses during such Collection Period, minus Recoveries
with respect to such Collection Period.
"Amortization Date" shall mean [ ], 2001.
"Amortization Period" shall mean the period from and including the
earlier to occur of (i) the Amortization Date and (ii) the close of business on
the Business Day immediately preceding the day on which an Early Amortization
Event is deemed to have occurred through and including the earlier to occur of
the Payment Date on which the Bond Balance has been reduced to zero and the [ ]
Payment Date.
"Applicable Law" shall mean all applicable laws, ordinances, judgments,
decrees, injunctions, writs and orders of any Governmental Authority and rules,
regulations, orders, interpretations, licenses and permits of any Governmental
Authority.
"Asset Contribution Agreement" shall mean the asset contribution
agreement
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dated as of [ ], 2000 between Ford Credit, as contributor, and RCL
Trust 2000-1, as contributee.
"Auction Proceeds" shall mean, with respect to any Series 2000-1 Leased
Vehicle which is sold at auction or otherwise disposed of by the Administrative
Agent on behalf of the related Titling Company (other than a sale to the related
Dealer upon exercise of the Dealer Purchase Option), all amounts received by the
Administrative Agent in connection with such sale or disposition
"Available Funds" shall mean, with respect to any Payment Date, the
Available Sale Proceeds plus the Cash Collateral Required Draw Amount plus the
Cash Collateral Additional Draw Amount, if any.
"Available Sale Proceeds" shall mean, with respect to any Payment Date,
the Monthly Termination Sale Proceeds from the sale or other disposition of the
Series 2000-1 Leased Vehicles for which no Sale Proceeds Advance has been made
by the Administrative Agent, plus the Aggregate Sale Proceeds Advances, plus the
Aggregate Excess Proceeds, in each case for the related Collection Period.
"Basic Documents" shall mean the Titling Company Agreements, the
Administrative Agency Agreement, the Series 2000-1 Supplement, the RCL Trust
Agreement, the Program Operating Lease, the Asset Contribution Agreement, the
Transfer Agreement, the Lease Trust Agreement, the Indenture, the Cash
Collateral Account Control Agreement, the Accounts Control Agreement, each
appendix and exhibit thereto, and each instrument and certificate delivered in
connection therewith.
"Bond Balance" shall mean, with respect to any date, an amount equal to
the sum of the Outstanding Amount of the Senior Notes, the Outstanding Amount of
the Subordinated Notes and the Aggregate Certificate Balance, in each case as of
such date.
"Cash Collateral Account" shall mean the account designated as such
pursuant to Section 3.5(a) of the Program Operating Lease.
"Cash Collateral Account Certificate" shall mean the certificate
designated as such pursuant to Section 8.3(a) of the Indenture.
"Cash Collateral Account Control Agreement" shall mean the securities
account control agreement dated as of [ ], 2000 among RCL Trust 2000-1, the
Indenture Trustee, as secured party and The Chase Manhattan Bank, as the
securities intermediary, as amended or supplemented from time to time.
"Cash Collateral Account Property" shall have the meaning set forth in
Section 3.5(a) of the Program Operating Lease.
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"Cash Collateral Additional Draw Amount" shall mean, with respect to
any Payment Date, an amount equal to the Additional Payment for such Payment
Date less the portion of such Additional Payment to be applied to make payments
on the Subordinated Notes.
"Cash Collateral Amount" shall mean, with respect to any date of
determination, the amount on deposit in the Cash Collateral Account (including
any investment earnings (net of losses and investment expenses) accrued through
the last day of the Collection Period immediately preceding such date of
determination) at the opening of business on such date of determination unless
otherwise specified.
"Cash Collateral Deposit Amount" shall mean, with respect to any
Payment Date, the Series 2000-1 Collections (other than Available Sale Proceeds)
plus the Aggregate Net Monthly Payment Advances plus all investment earnings
(net of losses and investment expenses) on amounts deposited in the Series
2000-1 Collection Account, in each case with respect to the related Collection
Period.
"Cash Collateral Required Draw Amount" shall mean, with respect to any
Payment Date, the lesser of (a) the Required Payment for such Payment Date and
(b) the Cash Collateral Amount on the Business Day preceding such Payment Date
(after giving effect to the addition of the Cash Collateral Deposit Amount and
any Transferor Purchase Option Net Proceeds required to be deposited to the Cash
Collateral Account).
"Certificate Balance" shall mean, with respect to any Lease Trust
Certificate, initially, the principal balance of such Lease Trust Certificate on
the Series Issue Date, and thereafter, as of any date, such amount minus all
amounts distributed with respect to such Lease Trust Certificate as principal
pursuant to the Lease Trust Agreement on or before such date.
"Certificate Interest Rate" shall mean the per annum rate at which
interest accrues on the Lease Trust Certificates, which shall be [ ]%.
"Class" shall mean, with respect to the Senior Notes, all of the Senior
Notes having the same Senior Note Interest Rate and the same Stated Maturity.
"Closing Date" shall mean [ ], 2000.
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"Depositor" shall mean RCL Trust 2000-1, a Delaware business trust, as
depositor under the Lease Trust Agreement.
"Discount Rate" shall mean a constant rate equal to [14.5]% per annum.
"Distribution Date" shall mean the 15th day of each month, and if such
day is not a Business Day, the next succeeding Business Day, commencing [ ],
2000.
"Early Amortization Event" has the meaning set forth in Section 5.1 of
the Indenture.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.
"Excess Cash Amount" shall mean, with respect to any Payment Date
relating to the Revolving Period, the Bond Balance minus the Pool Balance on the
first day of the Collection Period in which such Payment Date occurs (after
giving effect to any Additional Series 2000-1 Assets on such date).
"Excess Early Normal Termination Proceeds" means, with respect to any
Collection Period and any Series 2000-1 Lease which has terminated pursuant to
an Early Normal Termination, the excess, if any, of the Early Normal Termination
Proceeds received with respect to the related Series 2000-1 Leased Vehicle
during such Collection Period, over the amount of the Sale Proceeds Advance, if
any, with respect to such Series 2000-1 Leased Vehicle.
"Excess Liquidation Proceeds" means, with respect to any Collection
Period and any Series 2000-1 Lease which has become a Liquidated Lease, the
excess, if any, of the Liquidation Proceeds received with respect to the related
Series 2000-1 Leased Vehicle during such Collection Period, over the amount of
the Sale Proceeds Advance, if any, with respect to such Series 2000-1 Leased
Vehicle.
"Excess Voluntary Early Termination Proceeds" means, with respect to
any Collection Period and any Series 2000-1 Lease which has terminated pursuant
to a Voluntary Early Termination, the excess, if any, of the Voluntary Early
Termination Proceeds received with respect to the related Series 2000-1 Leased
Vehicle during such Collection Period, over the amount of the Sale Proceeds
Advance, if any, with respect to such Series 2000-1 Leased Vehicle.
"Group 2000-1" means collectively the Specified Interests of each
Titling Company represented by a Series 2000-1 Certificate.
"Indenture" shall mean the indenture dated as of [ ], 2000 between
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the Lease Trust and the Indenture Trustee, as amended or supplemented from time
to time.
"Indenture Event of Default" shall mean any Event of Default (as
defined in the Indenture) set forth in Section 5.2 of the Indenture.
"Indenture Trustee" shall mean The Chase Manhattan Bank, a New York
corporation, not in its individual capacity but solely as trustee under the
Indenture, or any successor trustee thereunder.
"Initial Cash Collateral Deposit" shall mean $[ ].
"Initial Pool Balance" shall mean $[ ], which is the aggregate
Securitization Value of the Series 2000-1 Assets as of the Initial Series 2000-1
Cut-Off Date.
"Initial Series 2000-1 Assets" shall have the meaning set forth in
Section 1.1 of the Series 2000-1 Supplement.
"Initial Series 2000-1 Cut-Off Date" shall mean [ ], 2000.
"Initial Series 2000-1 Lease" shall mean any Lease which is an Initial
Series 2000-1 Asset.
"Initial Series 2000-1 Leased Vehicle" shall mean any Leased Vehicle
which is an Initial Series 2000-1 Asset.
"Interest Accrual Period" shall mean, with respect to any Payment Date,
the period from and including the Closing Date (in the case of the first Payment
Date) or 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.
"Lease Event of Default" shall mean each event of default set forth in
Section 10.1 of the Program Operating Lease.
"Lease Trust" shall mean Ford Credit Auto Lease Trust 2000-1, a common
law trust created under the laws of the State of Delaware, acting by and through
The Bank of New York (Delaware), not in its individual capacity but solely as
Lease Trustee.
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"Lease Trust Agreement" shall mean the trust agreement dated as of [ ],
2000 between RCL Trust 2000-1 and the Lease Trustee, as amended or supplemented
from time to time.
"Lease Trust Certificate" shall mean the [ ]% Asset Backed Lease Trust
Certificates issued by the Lease Trust pursuant to the Lease Trust Agreement.
"Lease Trust Certificateholder" shall mean, as of any date, the Person
in whose name a Lease Trust Certificate is registered on the Lease Trust
Register.
"Lease Trust Distribution Account" shall mean the account designated as
such pursuant to Section 5.1(a) of the Lease Trust Agreement.
"Lease Trust Estate" shall mean (i) the rights of the Lease Trust under
the Series 2000-1 Certificates, (ii) the rights of the Lease Trust as lessor
under the Program Operating Lease and amounts payable to the Lease Trust
thereunder, (iii) the rights of the Lease Trust in the Series 2000-1 Collection
Account, the Series 2000-1 Payahead Account, the Series 2000-1 Payment Account
and all funds on deposit from time to time in the Series 2000-1 Collection
Account, the Series 2000-1 Payahead Account, the Series 2000-1 Payment Account
and in all investments and proceeds thereof (including all investment earnings
(net of losses and investment expenses) from amounts on deposit in the Series
2000-1 Collection Account), (iv) the rights of the Lease Trust as assignee of
RCL Trust 2000-1 under the Asset Contribution Agreement, (v) the rights of the
Lease Trust as Holder of the Series 2000-1 Certificates under the Administrative
Agency Agreement and the Series 2000-1 Supplement, (vi) the security interest of
the Lease Trust in the Subordinated Notes and in amounts credited to the Cash
Collateral Account and the right to make withdrawals from the Cash Collateral
Account and (vii) all proceeds of the foregoing.
"Lease Trust Paying Agent" shall mean any paying agent or co-paying
agent appointed pursuant to Section 3.9 of the Lease Trust Agreement and shall
initially be The Chase Manhattan Bank.
"Lease Trust Register" shall have the meaning set forth in Section
3.4(a) of the Lease Trust Agreement.
"Lease Trustee" shall mean The Bank of New York (Delaware), not in its
individual capacity but solely as trustee under the Lease Trust Agreement, and
any successor trustee thereunder.
"Monthly Pool Balance Decline" shall mean, with respect to any
Collection Period, the Adjusted Pool Balance as of the first day of such
Collection Period (or in the case of the first Collection Period, the Initial
Series 2000-1 Cut-Off Date), minus
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the Pool Balance as of the last day of such Collection Period.
"Monthly Reinvestment Amount" shall mean, with respect to any Payment
Date relating to the Revolving Period, the Monthly Pool Balance Decline with
respect to the preceding Collection Period minus the Excess Cash Amount, as
determined on the first day of the Collection Period in which such Payment Date
occurs. The aggregate Securitization Value of the Leases designated as
Additional Series 2000-1 Leases as of the first day of a Collection Period is
the Monthly Reinvestment Amount with respect to the Payment Date occurring in
such Collection Period.
"Monthly Remittance Conditions" shall mean, with respect to Series
2000-1 Collections, (i) Ford Credit is the Administrative Agent, (ii) the rating
of Ford Credit's short-term unsecured debt is at least P-1 by Moody's and A-1 by
S&P and (iii) no Event of Default with respect to Series 2000-1 shall have
occurred under the Administrative Agency Agreement.
"Monthly Termination Sale Proceeds" shall mean, with respect to any
Collection Period any Series 2000-1 Leases for which no Sale Proceeds Advance
has been made, (i) the sum of the amounts received by the Administrative Agent
from the related Lessee or the related Dealer in respect of the Residual Value
of the Series 2000-1 Leased Vehicles purchased by the Lessee or the Dealer
during such Collection Period, plus (ii) the Net Auction Proceeds received by
the Administrative Agent during such Collection Period with respect to the
Series 2000-1 Leased Vehicles sold following the termination of the related
Series 2000-1 Leases, plus (iii) all amounts collected in respect of Excess Wear
and Use and Excess Mileage with respect to any such Series 2000-1 Leased
Vehicles, and minus (iv) all amounts required to be remitted to the related
Lessees under Applicable Law.
"Moody's" shall mean Moody's Investors Service, Inc.
"Net Auction Proceeds" shall mean, with respect to any Series 2000-1
Leased Vehicle which is sold at auction or otherwise disposed of by the
Administrative Agent (other than a sale to the related Dealer upon exercise of
the related Dealer Purchase Option, a sale to the related Lessees or a sale of
any Series 2000-1 Leased Vehicle the related Series 2000-1 Lease of which became
a Liquidated Lease), the related Auction Proceeds, minus the customary and usual
costs incurred by the Administrative Agent in connection with the sale; provided
that if RCL Trust 2000-1 exercises the purchase option pursuant to Section 9.1
of the Program Operating Lease with respect to any Series 2000-1 Leased Vehicle,
the "Net Auction Proceeds" with respect to such Series 2000-1 Leased Vehicle
shall mean the related Transferor
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Purchase Option Price.
"Outstanding Amount" shall mean, as of any date with respect to (i) any
Class of the Senior Notes, the aggregate principal amount of all Senior Notes of
the Class which are Outstanding (as defined in the Indenture) on such date and
with respect to all of the Senior Notes, the aggregate principal amount of all
Senior Notes which are Outstanding (as defined in the Indenture) on such date,
in each case as reduced by payments of principal previously made on such Senior
Notes and (ii) with respect to the Subordinated Notes, the aggregate principal
amount of all Subordinated Notes which are outstanding on such date, in each
case as reduced by payments of principal previously made on the Subordinated
Notes; provided that in determining whether the holders of Subordinated Notes
evidencing the requisite portion or percentage of the Outstanding Amount of the
Subordinated Notes have given any request, demand, authorization, direction,
notice, consent, or waiver under any Basic Document, Subordinated Notes owned by
the Lease Trust, the RCL Trust 2000-1, the Administrative Agent or any Affiliate
of any of the foregoing Persons shall be disregarded and deemed to be excluded
from the Outstanding Amount of the Subordinated Notes (unless the foregoing
Persons or Affiliates of any of them own 100% of the Subordinated Notes), except
that, in determining whether the Indenture Trustee and Lease Trustee shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent, or waiver, only Subordinated Notes that a Responsible Officer
(as defined in the Indenture) of the Indenture Trustee, if applicable, and a
Responsible Officer (as defined in the Lease Trust Agreement) of the Lease
Trustee with direct responsibility for the administration of the Lease Trust
Agreement, if applicable, knows to be so owned shall be so disregarded.
"Payment Date" shall mean the 15th day of each calendar month or, if
any such day is not a Business Day, the next succeeding Business Day, commencing
[ ], 2000.
"Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form with maturities not exceeding, or have
a put option exercisable on or before, the Business Day preceding the next
Payment Date which evidence:
(a) direct non-callable obligations of, and obligations fully
guaranteed as to timely payment by, the United States of America;
(b) demand deposits, time deposits or certificates of deposit
of any depository institution or trust company incorporated under the
laws of the United States of America or any state thereof (or any
domestic branch of a foreign bank) and subject to supervision and
examination by Federal or State banking or depository institution
authorities; provided, however, that at the time of the investment or
contractual commitment to invest therein, the
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commercial paper or other short-term unsecured debt obligations (other
than such obligations the rating of which is based on the credit of a
Person other than such depository institution or trust company) thereof
shall have a short-term credit rating of at least P-1 by Moody's and
A-1 by S&P;
(c) commercial paper having, at the time of the investment or
contractual commitment to invest therein, a short-term credit rating of
at least P-1 by Moody's and A-1 by S&P;
(d) investments in money market funds having a short-term
credit rating of at least P-1 by Moody's and A-1 by S&P (including
funds for which the Indenture Trustee or the Lease Trustee or any of
their respective Affiliates is investment manager or advisor);
(e) bankers' acceptances issued by any depository institution
or trust company referred to in clause (b) above;
(f) repurchase obligations with respect to any security that
is a direct non-callable obligation of, or fully guaranteed by, the
United States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in clause
(b); and
(g) any other investment with respect to which the
Administrative Agent has received written notification from the Rating
Agencies that the acquisition of such investment as a Permitted
Investment will not result in a withdrawal or downgrading of the
ratings on any Class of the Senior Notes or the Lease Trust
Certificates.
"Pool Balance" shall mean, with respect to any date, the sum of the
Securitization Values with respect to Series 2000-1 Assets as of such date.
"Program Operating Lease" shall mean the agreement dated [ ], 2000
between RCL Trust 2000-1, as Program Lessee, and the Lease Trustee, as Program
Lessor, as amended from time to time.
"Rating Agency" shall mean Moody's and S&P. If no such organization or
successor is any longer in existence, "Rating Agency" shall be a nationally
recognized statistical rating organization or other comparable Person designated
by the Lease
<PAGE> 12
Trust, notice of which designation shall be given to the Indenture Trustee, the
Lease Trustee and the Administrative Agent.
"RCL Account" shall mean the account designated as such pursuant to
Section 5.1 of the RCL Trust Agreement.
"RCL Trust 2000-1" shall mean RCL Trust 2000-1 governed by the RCL
Trust Agreement.
"RCL Trust Agreement" shall mean the amended and restated trust
agreement dated as of [ ], 2000 among Ford Credit as Grantor and
initial Beneficiary and the RCL Trustee, as amended from time to time in
accordance with its terms.
"RCL Trustee" shall mean First Union Trust Company, National
Association, a national banking association, not in its individual capacity but
solely as trustee of RCL Trust 2000-1.
"Required Cash Collateral Amount" shall mean, with respect to any
Payment Date (i) during the Revolving Period, an amount equal to the sum of (x)
the lesser of (1) [2.5]% of the Initial Pool Balance on such Payment Date plus
(y) the Excess Cash Amount with respect to the preceding Collection Period, (ii)
during the Amortization Period on which the Outstanding Amount of the Senior
Notes is greater than zero (without giving effect to any payments on such
Payment Date), an amount equal to the lesser of (x) if an Early Amortization
Event shall not have occurred, [3.75]% of the Initial Pool Balance or, if an
Early Amortization Event shall have occurred, [2.5]% of the Initial Pool Balance
and (y) the Bond Balance on such Payment Date and (iii) on which the Outstanding
Amount of the Senior Notes has been reduced to zero, the Bond Balance on such
Payment Date.
"Required Payment" shall mean, with respect to any Payment Date, (i)
the Series 2000-1 Administrative Fee, plus (ii) the sum of 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 Leases, plus (iii) an
amount equal to the excess, if any, of any Sale Proceeds Advances made with
respect to Series 2000-1 Leased Vehicles which were sold or otherwise disposed
of during the related Collection Period and the Sale Proceeds received with
respect to such Series 2000-1 Leased Vehicles, plus (iv) the amount of interest
accrued during the preceding Interest Accrual Period on the Outstanding Amount
of each Class of the Senior Notes at their respective Senior Note Interest Rates
together with any overdue interest plus interest on any overdue interest at the
applicable Senior Note Interest Rate, on the Outstanding Amount of the
Subordinated Notes at the Subordinated Note Interest Rate together with any
overdue interest plus interest on any overdue
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interest at the Subordinated Note Interest Rate, and on the Aggregate
Certificate Balance of the Lease Trust Certificates at the Certificate Interest
Rate together with any overdue interest plus interest on any overdue interest at
the Certificate Interest Rate, plus (v) the Monthly Pool Balance Decline, plus
(vi) the amount of any principal of the Senior Notes, the Subordinated Notes or
the Lease Trust Certificates due on a prior Payment Date but not paid on such
Payment Date and minus (vii) an amount equal to the Available Sale Proceeds on
deposit in the Series 2000-1 Payment Account on the Payment Date (without giving
effect to any withdrawals from or deposits to the Series 2000-1 Payment Account
on such Payment Date).
"Revolving Period" shall mean the period from and including the Closing
Date to, but not including, the earlier of (i) the Amortization Date and (ii)
the close of business on the Business Day immediately preceding the day on which
an Early Amortization Event is deemed to have occurred.
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Securitization Value" shall mean, as of any date, with respect to each
Series 2000-1 Lease and Series 2000-1 Leased Vehicle, the present value of (i)
the remaining Constant Yield Payments scheduled to be paid by the related Lessee
under such Series 2000-1 Lease (after giving effect to all payments made by or
on behalf of such Lessee prior to such date, including any Monthly Payment
Advances), plus (ii) the Residual Value of such Series 2000-1 Leased Vehicle as
of the related Scheduled Lease End Date, discounted at the rate equal to the
greater of (x) the Retail Operating Lease Factor specified in such Series 2000-1
Lease and (y) the Discount Rate.
"Senior Note Interest Rate" shall mean, with respect to the Senior
Notes of any Class, the annual rate at which interest accrues on the Senior
Notes of the Class, as specified in Section 2.1 of the Indenture and in the
Senior Notes.
"Senior Noteholder" shall mean, as of any date, the Person in whose
name a Senior Note is registered on the Senior Note Register. When used with
respect to any Senior Note, the "related Senior Noteholder" shall mean, as of
any date, the Person registered on the Senior Note Register with respect to such
Senior Note.
"Senior Notes" means (1) the Class A-1 ____% Asset Backed Senior Notes,
(2) the Class A-2 ____% Asset Backed Senior Notes, (3) the Class A-3 ____% Asset
Backed Senior Notes, (4) the Class A-4 ____% Asset
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Backed Senior Notes and (5) the Class A-5 ____% Asset Backed Senior Notes, each
as issued by the Lease Trust pursuant to the Indenture and each as defined
therein.
"Series Issue Date" shall mean [ ], 2000.
"Series 2000-1" shall mean, collectively, the series of Certificates
designated as the Series 2000-1 Specified Certificates in Section 1.1(b) of the
Series 2000-1 Supplement.
"Series 2000-1 Administrative Fee" shall mean, with respect to any
Payment Date, the Specified Asset Administrative Fee payable to the
Administrative Agent for services rendered in connection with servicing the
Series 2000-1 Assets and administering the distributions of funds during the
preceding Collection Period (including the payment of the fees and expenses of
the Titling Company Agents, the Lease Trustee and the Indenture Trustee) which
shall be equal, for the Collection Period preceding such Payment Date, the
product of (i) one-twelfth of 1% and (ii) the Pool Balance as of the close of
business on the first day of such Collection Period.
"Series 2000-1 Administrative Purchase Amount" shall mean, as of the
end of any Collection Period with respect to any Series 2000-1 Lease and Series
2000-1 Leased Vehicle, the sum of (i) the Securitization Value of the Series
2000-1 Lease and Series 2000-1 Leased Vehicle as of such date; minus (ii) the
outstanding amount of the Payaheads received from the related Lessee; minus
(iii) the outstanding amount of the Monthly Payment Advances made by the
Administrative Agent in respect of such Series 2000-1 Lease.
"Series 2000-1 Asset Amount" shall mean the Specified Asset Amount with
respect to Series 2000-1.
"Series 2000-1 Assets" shall mean the Initial Series 2000-1 Assets and
the Additional Series 2000-1 Assets.
"Series 2000-1 Certificates" shall mean the series of Certificates
issued by each Titling Company and designated as the "Series 2000-1
Certificates" representing in the aggregate a 100% beneficial interest or a 100%
limited liability company interest, as applicable, in the Series 2000-1 Assets.
"Series 2000-1 Collection Account" shall mean the account designated as
such in Section 5.1(a) of the Series 2000-1 Supplement as the Series Collection
Account for Series 2000-1.
"Series 2000-1 Collections" shall mean, with respect to any Collection
Period, the sum of the following amounts: (i) the Monthly Payments with respect
to Series 2000-1 Leases and Series 2000-1 Leased Vehicles received by the
Administrative
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Agent, including applied Payaheads and the Aggregate Net Monthly Payment
Advances with respect to such Collection Period; plus (ii) the Series 2000-1
Administrative Purchase Amounts deposited in the Series 2000-1 Collection
Account pursuant to Sections 4.2, 4.5 and 4.7 of the Administrative Agency
Agreement or Section 3.4 of the Asset Contribution Agreement plus (iii) the Sale
Proceeds Advances with respect to Series 2000-1 Leased Vehicles; (iv) the
Monthly Termination Sale Proceeds received by the Administrative Agent with
respect to any Series 2000-1 Leased Vehicles in respect of which the
Administrative Agent shall not have made a Sales Proceeds Advance; (v) the
Liquidation Proceeds received by the Administrative Agent with respect to any
Series 2000-1 Leased Vehicles in respect of which the Administrative Agent shall
not have made a Sales Proceeds Advance; (vi) the Aggregate Excess Proceeds
received by the Administrative Agent; plus (vii) Recoveries with respect to
Series 2000-1 Leases and Series 2000-1 Leased Vehicles.
"Series 2000-1 Cut-Off Date" shall mean, with respect to the Initial
Series 2000-1 Assets, the Initial Series 2000-1 Cut-Off Date and with respect to
any Additional Series 2000-1 Assets, the related Additional Series 2000-1
Cut-Off Date.
"Series 2000-1 FCAL Administrator Fee" shall mean, with respect to any
Collection Period, the Specified Asset FCAL Administrator Fee (as defined in the
FCAL Agreement) with respect to the Series 2000-1 Assets of FCAL for such
Collection Period.
"Series 2000-1 FCALM Administrator Fee" shall mean, with respect to any
Collection Period, the Specified Asset FCALM Administrator Fee (as defined in
the FCALM Agreement) with respect to the Series 2000-1 Assets of FCALM for such
Collection Period.
"Series 2000-1 FCMTT Delaware Trustee Fee" shall mean, with respect to
any Collection Period, the Specified Asset FCMTT Delaware Trustee Fee (as
defined in the FCMTT Agreement) with respect to the Series 2000-1 Assets of
FCMTT for such Collection Period.
"Series 2000-1 FCMTT Michigan Trustee Fee" shall mean, with respect to
any Collection Period, the Specified Asset FCMTT Michigan Trustee Fee (as
defined in the FCMTT Agreement) with respect to the Series 2000-1 Assets of
FCMTT for such Collection Period.
"Series 2000-1 FCTT Trustee Fee" shall mean, with respect to any
Collection Period, the Specified Asset FCTT Trustee Fee (as defined in the FCTT
Agreement) with respect to the Series 2000-1 Assets of FCTT for such Collection
Period.
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"Series 2000-1 Lease" shall mean each Specified Lease listed on Exhibit
A to the Series 2000-1 Supplement and any schedule attached to Additional Series
2000-1 Specification Notices.
"Series 2000-1 Leased Vehicle" shall mean each Specified Leased Vehicle
listed on Exhibit A to the Series 2000-1 Supplement and any schedule attached to
Additional Series 2000-1 Specification Notices.
"Series 2000-1 Payahead Account" shall mean, the account designated as
such pursuant to Section 5.1(b) of the Series 2000-1 Supplement as the Series
Payahead Account for Series 2000-1.
"Series 2000-1 Payment Account" shall mean the account designated as
such pursuant to Section 5.1(c) of the Series 2000-1 Supplement.
"Series 2000-1 Residual Loss" shall mean, with respect to any
Collection Period and any Series 2000-1 Leased Vehicle for which the related
Series 2000-1 Lease was subject to either a Normal Termination or an Early
Normal Termination during such Collection Period, the positive amount, if any,
equal to: (i) the Residual Value of such Series 2000-1 Leased Vehicle plus
charges for any Excess Wear and Use and Excess Mileage with respect to such
Series 2000-1 Leased Vehicle (whether collected or not); minus (ii) the Net
Auction Proceeds with respect to such Series 2000-1 Leased Vehicle.
"Series 2000-1 Securitization Net Credit Loss" shall mean, with respect
to any Collection Period and (i) any Series 2000-1 Lease which became a
Liquidated Lease during such Collection Period:(a) the Securitization Value of
such Series 2000-1 Lease as of the last day of the preceding Collection Period;
plus (b) any uncollected Excess Wear and Use and Excess Mileage, if the related
Series 2000-1 Leased Vehicle was sold at auction (but not to a Dealer upon
exercise of the related Dealer Purchase Option) during such Collection Period;
plus (c) any uncollected Monthly Payments and unreimbursed Monthly Payment
Advances with respect to the related Series 2000-1 Leased Vehicle, if such
Series 2000-1 Leased Vehicle was sold (either to the related Dealer upon
exercise of the related Dealer Purchase Option or at auction) during such
Collection Period; minus (d) any other amounts received by the Administrative
Agent with respect to such Series 2000-1 Lease during such Collection Period
(excluding any Monthly Payments) and (ii) any other Series 2000-1 Lease (other
than a Liquidated Lease) which terminated during such Collection Period: (a) any
uncollected Excess Wear and Use and Excess Mileage, if the related
<PAGE> 17
Series 2000-1 Leased Vehicle was sold at auction (but not to a Dealer upon
exercise of the related Dealer Purchase Option) during such Collection Period;
and plus (b) any uncollected Monthly Payments and unreimbursed Monthly Payment
Advances with respect to the related Series 2000-1 Leased Vehicle, if such
Series 2000-1 Leased Vehicle was sold (either to the related Dealer upon
exercise of the related Dealer Purchase Option or at auction) during such
Collection Period.
"Series 2000-1 Specification Notice" shall have the meaning set forth
in Section 1.1 of the Series 2000-1 Supplement.
"Series 2000-1 Subsequent Cut-Off Date" shall mean the first day of
each calendar month during the Revolving Period.
"Series 2000-1 Supplement" shall mean the Series 2000-1 Supplement to
the Administrative Agency Agreement dated as of [ ], 2000 among Ford
Credit as Administrative Agent, each Titling Company and the Titling Company
Agent.
"Series 2000-1 Titling Company Agent Fee" shall mean, with respect to
any Collection Period, the Specified Asset Titling Company Agent Fee with
respect to the Series 2000-1 Assets for such Collection Period.
"Subordinated Noteholder" shall mean, as of any date, the Person in
whose name a Subordinated Note is registered on the Lease Trust Register. When
used with respect to any Subordinated Note, the "related Subordinated
Noteholder" shall mean, as of any date, the Person registered on the Lease Trust
Register with respect to such Subordinated Note.
"Subordinated Note Interest Rate" shall mean the per annum rate at
which interest accrues on the Subordinated Notes, which shall be [ ]%.
"Subordinated Notes" shall mean the [ ]% Asset Backed
Subordinated Notes issued by the Lease Trust pursuant to the Lease Trust
Agreement.
"Transfer Agreement" shall mean the transfer agreement dated as of
[ ], 2000 between RCL Trust 2000-1, as transferor, and Lease Trustee,
as transferee.
"Transferor Purchase Option Net Proceeds" shall have the meaning set
forth in Section 9.1 of the Program Operating Lease.
"Transferor Purchase Option Price" shall mean, with respect to the
Titling Company Interest in any Series 2000-1 Leased Vehicle, the Residual Value
of such Series 2000-1 Leased Vehicle minus any amounts due from the related
Lessee with respect to Excess Wear and Use and Excess Mileage which were
uncollected as of the
<PAGE> 18
end of the Collection Period in which the related Auction Proceeds were
received.
