Common use of Specified Interest Clause in Contracts

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 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.

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 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 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.

Specified Interest. The Senior Noteholder Lease Trust Certificateholder by accepting this Senior Note a Lease Trust Certificate acknowledges and agrees that, (i) that if an Insolvency Event occurs with respect to any Titling Company, any claim that such Senior Noteholder Lease Trust Certificateholder 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 ("Other Specified Interest") 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 Other Specified Interests and (ii) that the Lease Trust Agreement constitutes a subordination agreement for purposes of such Titling CompanySection 510(a) of the Bankruptcy Code. Each Senior Noteholder or Senior Note Owner, The Lease Trust Certificateholder by acceptance of a Senior Note or, in the case of a Senior Note Owner, a beneficial interest in a Senior Note, accepting this Lease Trust Certificate further covenants and agrees that no recourse may be takenfor a period of one year and one day after payment in full of the Series 2000-1 Certificates, directly it will not institute against the Depositor or indirectly, with respect to the obligations of the Lease Trust, or join in the Lease Trustee or institution against 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 Depositor or the Lease Trustee in their individual capacities, (ii) any owner Trust 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, or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Lease Trust Certificates, the Subordinated Notes, the Senior Notes, the Indenture Lease Trust Agreement or any of the other Basic Documents. Prior Distributions on this Lease Trust Certificate will be made as provided in the Lease Trust Agreement by the Lease Trustee by wire transfer or check mailed to Person whose name appears as the registered holder of this Lease Trust Certificate (or one or more predecessor Lease Trust Certificates) on Lease Trust Register as of the close of business on each Record Date, except that with respect to Lease Trust Certificates registered on the Record Date in the name of the nominee of DTC (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to an account maintained by such nominee. Except as otherwise provided in the Lease Trust Agreement and notwithstanding the above, the final distribution on this Lease Trust Certificate will be made after due notice by the Lease Trustee of the pendency of such distribution and only upon presentation and surrender of this Lease Trust Certificate at the office or agency maintained for the purpose by the Lease Trustee in Delaware. Reference is hereby made to the due presentment for registration of transfer further provisions of this Senior NoteLease Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Lease Trustee, by manual signature, this Lease Trust Certificate shall not entitle the Indenture Trustee and holder hereof to 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 benefit under the Lease Trust and the rights of the Senior Noteholders under the Indenture at Agreement or be valid for 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 Notespurpose. The Indenture also contains provisions permitting Senior Noteholders holding specified percentages of the Outstanding Amount of the Senior NotesTHIS LEASE TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, on behalf of all Senior NoteholdersWITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, 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 NoteholdersAND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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 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 104 124 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.

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 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.