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EXHIBIT 4.9
[PROGRAM OPERATING LEASE]
CERTAIN RIGHTS OF THE PROGRAM LESSOR UNDER THIS AGREEMENT AND
IN THE SERIES 1996-1 CERTIFICATES COVERED HEREBY HAVE BEEN ASSIGNED TO, AND ARE
SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE CHASE MANHATTAN BANK AS
INDENTURE TRUSTEE UNDER AN INDENTURE, DATED AS OF NOVEMBER 26, 1996. THIS
AGREEMENT HAS BEEN EXECUTED IN MULTIPLE COUNTERPARTS. NO SECURITY INTEREST IN
THE PROGRAM LESSOR'S RIGHT, TITLE AND INTEREST IN AND TO THIS AGREEMENT MAY BE
CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE
ORIGINAL COUNTERPART. THIS IS NOT THE ORIGINAL COUNTERPART UNLESS IT IS
SEPARATELY MARKED "ORIGINAL" AND BEARS THE MANUALLY-SIGNED RECEIPT OF THE
INDENTURE TRUSTEE.
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AGREEMENT
dated as of November 26, 1996
between
RCL TRUST 1996-1,
as Program Lessee
and
PNC BANK, DELAWARE,
as trustee of Ford Credit Auto Lease Trust 1996-1,
as Program Lessor
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
LEASE OF CERTIFICATES
Section 2.1 Lease of Series 1996-1 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III
TERM AND PAYMENTS
Section 3.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.2 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.3 Form of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.4 Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.5 Cash Collateral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.6 Release of Cash Collateral Account Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.7 Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV
UNCONDITIONAL OBLIGATION
Section 4.1 Unconditional Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V
RETURN OF THE SERIES 1996-1 CERTIFICATES
Section 5.1 Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.2 No Liens upon Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VI
WARRANTY OF THE PROGRAM LESSOR;
ASSIGNMENT AND PLEDGE OF SERIES 1996-1 CERTIFICATES,
RELATED ACCOUNTS AND SUBORDINATED NOTES
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Section 6.1 Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.2 Program Lessee's Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.3 Assignment and Pledge of Series 1996-1 Certificates, Series 1996-1 Collection Account,
Series 1996-1 Payahead Account and Cash Collateral Account . . . . . . . . . . . . . . . . . . . 10
Section 6.4 Assignment and Pledge of Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6.5 Deposits to Cash Collateral Account in Respect of Subordinated Notes . . . . . . . . . . . . . . 11
Section 6.6 Application of Subordinated Note Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VII
LIENS; LOCATION AND INSPECTION
Section 7.1 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7.2 Change of Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7.3 Inspection and Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VIII
NO SUBLEASE OR RENEWAL
Section 8.1 No Rights to Sublease or Renew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE IX
PROGRAM LESSEE PURCHASE OPTION
Section 9.1 Program Lessee's Option to Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9.2 Transferor Purchase Option Net Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE X
LEASE EVENTS OF DEFAULT
Section 10.1 Lease Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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ARTICLE XI
REMEDIES
Section 11.1 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 11.2 No Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.3 Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.4 Exercise of Other Rights or Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE XII
ASSIGNMENT OF LEASE
Section 12.1 Program Lessee's Consent to Assignment by Program Lessor . . . . . . . . . . . . . . . . . . . . 19
Section 12.2 Program Lessor's Consent to Assignment by Program Lessee . . . . . . . . . . . . . . . . . . . . 19
ARTICLE XIII
MISCELLANEOUS
Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 13.2 Distribution of Series 1996-1 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 13.3 Termination of Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 13.4 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 13.5 Right to Perform for Program Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 13.6 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 13.7 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 13.8 Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 13.9 Original . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.10 Single Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.11 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.13 Counterpart Execution and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.14 Concerning the Program Lessor and the Program Lessee . . . . . . . . . . . . . . . . . . . . . . 23
Exhibit A Form of Letter to Lease Trust Paying Agent
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This agreement, dated as of November 26, 1996 (this "Program
Operating Lease"), between (i) PNC BANK, DELAWARE, a Delaware corporation, not
in its individual capacity but solely as trustee of Ford Credit Auto Lease
Trust 1996-1 (the "Program Lessor") and (ii) RCL TRUST 1996-1 (the "Program
Lessee").
W I T N E S S E T H :
WHEREAS, the Series 1996-1 Certificates (such term and other
capitalized terms used herein without definition having the meanings as
provided in Article I hereof) evidence the beneficial interest in the Series
1996-1 Assets, including the right to receive any lease payments in connection
with the Series 1996-1 Leases and any proceeds from the disposition of Series
1996-1 Leased Vehicles;
WHEREAS, pursuant to that certain Transfer Agreement between
RCL Trust 1996-1 and the Lease Trust, the Series 1996-1 Certificates have been
transferred to the Program Lessor;
WHEREAS, pursuant to the Indenture, the Program Lessor has
granted a security interest in the Series 1996-1 Certificates to The Chase
Manhattan Bank, as Indenture Trustee;
WHEREAS, the Program Lessee desires to obtain certain rights
in and to the Series 1996-1 Certificates from the Program Lessor, including all
rights to payment and distribution on the Series 1996-1 Certificates during the
term hereof, and the Program Lessor is willing to grant to the Program Lessee
such rights in and to the Series 1996-1 Certificates for the period specified
herein on the terms and conditions set forth herein; and
WHEREAS, the Program Lessee is willing to assign and pledge
certain rights in and to the Series 1996-1 Certificates, related accounts and
the Subordinated Notes to the Program Lessor to secure its obligations under
this Program Operating Lease.
NOW, THEREFORE, the Program Lessor and the Program Lessee
hereto agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Whenever used in this Program
Operating Lease 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.
"Lease Term" has the meaning set forth in Section 3.1.
"Notice of Lease Event of Default" has the meaning set forth
in Section 11.1.
"Permitted Liens" means the respective rights and interests of
the Program Lessor and the Indenture Trustee in the Series 1996-1 Certificates
and this Program Operating Lease pursuant to the terms of the Basic Documents,
including the rights of any permitted assignee of the Program Lessor or the
Indenture Trustee.
"Program Operating Lease Termination Date" means the
termination date of this Program Operating Lease, which shall be earlier of (i)
240 days after the latest Scheduled Lease End Date of any Series 1996-1 Lease
and (ii) the termination of the Program Operating Lease pursuant to Section
11.1(a). Notwithstanding the Program Operating Lease Termination Date, this
Program Operating Lease will expire with respect to any right to receive
payments on the Series 1996-1 Certificates relating to each Series 1996-1
Leased Vehicle immediately preceding the earlier of (i) the sale of such Series
1996-1 Leased Vehicle, but only if such sale occurs on or after the related
Scheduled Lease End Date and (ii) the date on which a Sale Proceeds Advance is
made with respect to such Series 1996-1 Leased Vehicle.
"Program Operating Lease Termination Value" means, as of any
Payment Date, an amount equal to the sum of (i) any interest due and payable on
the Senior Notes, the Subordinated Notes and the Lease Trust Certificates, (ii)
the Outstanding Amount of the Senior Notes and the Subordinated Notes and the
Aggregate Certificate Balance
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of the Lease Trust Certificates and (iii) any other amounts payable by the
Program Lessor under the Basic Documents.
ARTICLE II
LEASE OF CERTIFICATES
Section 2.1 Lease of Series 1996-1 Certificates. Subject to
the terms and conditions hereof, the Program Lessor hereby agrees to lease to
the Program Lessee, and the Program Lessee hereby agrees to lease from the
Program Lessor, for the Lease Term referred to in Section 3.1, the Series
1996-1 Certificates, including all rights to payment of money on the Series
1996-1 Certificates during the Lease Term; provided, however, that this Program
Operating Lease is subject to the prior security interest granted pursuant to
the Indenture by the Program Lessor to The Chase Manhattan Bank, as Indenture
Trustee.
ARTICLE III
TERM AND PAYMENTS
Section 3.1 Term. The term of this Program Operating Lease
(the "Lease Term") shall begin on the Closing Date and shall end on the earlier
of the date on which (a) all assets of the Program Lessee have been applied to
pay its obligations under the Basic Documents and (b) the Lease Trust
Certificates and the Program Lessee's obligations under the Basic Documents are
paid in full.
Section 3.2 Payments. (a) On or before the Business Day
preceding each Payment Date during the Lease Term, the Program Lessee shall pay
the Required Interest Payment due with respect to such Payment Date to the
Program Lessor.
(b) In addition to the Required Interest Payment payable by
the Program Lessee to the Program Lessor pursuant to Section 3.2(a), the
Program Lessee shall pay the Additional Payment to the Program Lessor on or
before each Payment Date.
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(c) On any Payment Date, the Required Interest Payment and
the Additional Payment shall be deemed to have been made by the Program Lessee
to the extent that an amount equal to such Required Interest Payment and
Additional Payment has been withdrawn by the Indenture Trustee or the Lease
Trustee from amounts deposited in the Cash Collateral Account.
Section 3.3 Form of Payment. All payments due under this
Program Operating Lease shall be made to the Program Lessor in immediately
available funds prior to 11:00 A.M., New York City time on the applicable
Payment Date.
Section 3.4 Tax Treatment. The Program Lessor and Program
Lessee agree to treat the Series 1996-1 Certificates as being owned by the
Program Lessee and, following the execution of the RCL Assignment Agreement,
Ford Credit Leasing for federal and State income and franchise tax purposes and
further agree that the Program Lessee and Ford Credit Leasing are intended to
be the owners of the Series 1996-1 Certificates for federal and State income
and franchise tax purposes.
Section 3.5 Cash Collateral Account. (a) The Program Lessee
shall establish and maintain an account (the "Cash Collateral Account") at an
Eligible Institution, which agrees to abide by the provisions of Section 3.7,
in the name of "RCL Trust 1996-1, subject to the security interest of The Chase
Manhattan Bank, as Indenture Trustee, and Ford Credit Auto Lease Trust 1996-1,
as secured parties" and which initially shall be 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. On the Closing Date, the Program Lessee shall deposit the
Initial Cash Collateral Deposit into the Cash Collateral Account. The Cash
Collateral Account shall not be property of the Program Lessor. All amounts on
deposit in and credited to the Cash Collateral Account, including the Initial
Cash Collateral Deposit and all proceeds thereof (such amounts, the "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 Cash Collateral Ac-
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count Investments. All investment earnings on amounts deposited to the Cash
Collateral Account shall be credited to the Cash Collateral Account, and
losses, if any, and investment expenses resulting from Cash Collateral Account
Investments shall be charged to the Cash Collateral Account. All such
investment income shall be reported for federal income tax purposes as being
earned (i) 99% by RCL Trust 1996-1 and (ii) 1% by Ford Credit Leasing; the 99%
accruing to RCL Trust 1996-1 shall be reported by Ford Credit and Ford Credit
Leasing in accordance with their respective Percentage Interests in RCL Trust
1996-1. 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). The Program Lessee hereby pledges, assigns and conveys all of its
right, title and interest in, to and under the Cash Collateral Account and all
securities or other property credited thereto from time to time to (i) the
Program Lessor, to secure the Program Lessee's obligations under this Program
Operating Lease and (ii) the Indenture Trustee, to secure the obligations of
the Program Lessor under the Indenture.
(b) The Program Lessor agrees that:
(i) pursuant to Section 5.2(e) of the Series 1996-1
Supplement, on or prior to the Business Day preceding each Payment
Date, the Administrative Agent shall deposit the Cash Collateral
Deposit Amount into the Cash Collateral Account;
(ii) pursuant to Section 8.2(d) of the Indenture, on
or prior to the Business Day preceding each Payment Date, the
Indenture Trustee until the Outstanding Amount of the Senior Notes has
been reduced to zero, and thereafter the Lease Trustee, shall deposit
all investment earnings, if any, on amounts deposited to the
Certificate Distribution Account, including any proceeds thereof, net
of losses, if any, and investment expenses resulting from Permitted
Investments in the Certificate Distribution Account, into the Cash
Collateral Account;
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(iii) pursuant to Section 6.5 of this Program
Operating Lease, on each Payment Date, the Lease Trust Paying Agent
shall deposit any payments received on the Subordinated Notes into the
Cash Collateral Account; and
(iv) pursuant to Section 9.2 of this Program
Operating Lease, on the Business Day preceding each Payment Date, or
on each Business Day if each Monthly Remittance Condition has not been
satisfied, the Program Lessee shall deposit or cause to be deposited
any Transferor Purchase Option Net Proceeds into the Cash Collateral
Account until the aggregate cumulative amount deposited into the Cash
Collateral Account in respect of such proceeds equals $94,835,486.42.
All such amounts shall be considered Cash Collateral Account Property subject
to the security interests of the Program Lessor and the Indenture Trustee.
(c) The Program Lessor agrees that the Indenture Trustee
shall, (i) pursuant to Section 8.4(a) of the Indenture, on the Business Day
preceding each Payment Date withdraw from the Cash Collateral Account the Cash
Collateral Required Draw Amount and (ii) pursuant to Section 8.4(c) of the
Indenture, on each Payment Date withdraw from the Cash Collateral Account the
Cash Collateral Additional Draw Amount.
(d) In the event of a Lease Event of Default, any amounts on
deposit in the Cash Collateral Account shall be applied to pay any amounts due
and owing pursuant to Sections 11.1(c) and 11.1(d).
Section 3.6 Release of Cash Collateral Account Property. At
the close of business on the Payment Date on which the Lease Trust Certificates
and the Program Lessee's obligations under the Basic Documents have been paid
in full, including the Program Lessee's obligation under Section 5.4 of the
Series 1996-1 Supplement to reimburse the Administrative Agent for any
outstanding Monthly Payment Advances and Sales Proceeds Advances, the Program
Lessor shall release to the Program Lessee all of the Program Lessor's right,
title and interest in, to, and under any remaining Cash Collateral Account
Property and the Program Lessee shall have no obligation to make
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any further or past due Required Interest Payments or Additional Payments
hereunder.
Section 3.7 Control. Notwithstanding anything else contained
herein, the Cash Collateral Account shall only be established at an Eligible
Institution that agrees in writing that (i) all Cash Collateral Account
Investments shall be promptly credited to the Cash Collateral Account, (ii) all
securities, cash or other property credited to the Cash Collateral Account
shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the 1994 Official Text of Article 8 of the Uniform Commercial
Code ("Revised Article 8"), (iii) at all times prior to being notified in
writing by the Indenture Trustee that the Outstanding Amount of the Senior
Notes has been reduced to zero, it will comply with entitlement orders (as
defined in Section 8-102(a)(8) of Revised Article 8) originated by the
Indenture Trustee without further consent of the Program Lessee or any other
person, (iv) after being notified in writing by the Indenture Trustee that the
Outstanding Amount of the Senior Notes has been reduced to zero, it will comply
with entitlement orders (as defined in Section 8-102(a)(8) of Revised Article
8) originated by the Lease Trustee without further consent of the Program
Lessee or any other person and (v) the Cash Collateral Account shall be
governed by the law of the State of New York as the same may be amended from
time to time.
ARTICLE IV
UNCONDITIONAL OBLIGATION
Section 4.1 Unconditional Obligation. The Program Lessee
hereby acknowledges and agrees that the obligation of the Program Lessee to pay
all Required Interest Payments and Additional Payments due hereunder and any
required Program Operating Lease Termination Value, and the rights of the
Program Lessor in and to such Required Interest Payments and Additional
Payments and Program Operating Lease Termination Value, shall be absolute and
unconditional and shall not be affected by any circumstance of any character,
including, without limitation,
(a) any set-off, abatement, counterclaim, suspension,
recoupment, reduction, defense or other right or claim which the Program Lessee
may have against the
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Program Lessor, the Indenture Trustee, in its individual capacity or as
Indenture Trustee, any holder of a Senior Note, Subordinated Note or Lease
Trust Certificate, or any other Person for any reason whatsoever;
(b) the breach or failure of any warranty or representation
made in, or the failure to perform or comply with any of the terms of, this
Program Operating Lease by the Program Lessor, the Indenture Trustee, any
holder (other than the Program Lessee) of a Senior Note, Subordinated Note or
Lease Trust Certificate or any other Person;
(c) any amendment or other change of, or any assignment of
rights under, this Program Operating Lease or any other Basic Document, or any
waiver, action or inaction under or in respect of this Program Operating Lease,
or any exercise or non-exercise of any right or remedy under this Program
Operating Lease, including, without limitation, the exercise of any foreclosure
or other remedy under the Indenture, this Program Operating Lease or the sale
of the Series 1996-1 Certificates, or any part thereof or any interest therein;
(d) any insolvency, bankruptcy or similar law affecting
creditors' rights generally;
(e) any claims as a result of any other business dealings by
the Program Lessor, the Program Lessee or any Affiliate thereof, or the
Indenture Trustee;
(f) any defect in or any Lien on the title to the Series
1996-1 Certificates or any part thereof;
(g) any change, waiver, extension, indulgence or other act or
omission in respect of any obligation or liability of the Program Lessor or the
Program Lessee;
(h) any alleged failure on the part of the Program Lessor to
perform or comply with any of the terms hereof or any other agreement;
(i) any invalidity or unenforceability or disaffirmance of
this Program Operating Lease or any provision hereof or any of the other Basic
Documents;
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(j) any assignment, novation, merger, consolidation, sale or
transfer of assets, leasing or other similar transaction of or affecting the
Program Lessee or Program Lessor, whether with or without the approval of the
Indenture Trustee except as expressly provided in this Program Operating Lease;
or
(k) any other circumstance or happening whatsoever whether or
not similar to any of the foregoing.
Each Required Interest Payment and Additional Payment made by
the Program Lessee hereunder shall be final and, absent manifest error, the
Program Lessee shall not seek to have any right to recover all or any part of
such payment from the Program Lessor or any other Person for any reason
whatsoever. The Program Lessee hereby waives, to the extent permitted by
Applicable Law, any and all rights which it may now have or which at any time
hereafter may be conferred upon it, by statute or otherwise, to terminate,
cancel, quit or surrender this Program Operating Lease except in accordance
with the express terms hereof.
ARTICLE V
RETURN OF THE SERIES 1996-1 CERTIFICATES
Section 5.1 Delivery. The Series 1996-1 Certificates will be
delivered to the Program Lessor in connection with the execution of the
Transfer Agreement and then immediately delivered to the Indenture Trustee.
Thereafter, until the lien of the Indenture is released, the Indenture Trustee
will maintain physical possession of the Series 1996-1 Certificates for the
benefit of the Senior Noteholders; provided that the Program Lessee will
continue to have all rights with respect to the Series 1996-1 Certificates set
forth in this Program Operating Lease. To the extent the Program Lessee has
physical possession of the Series 1996-1 Certificates, then at the end of the
Lease Term the Program Lessee shall deliver the Series 1996-1 Certificates to
the Program Lessor.
Section 5.2 No Liens upon Return. At the time of return of
the Series 1996-1 Certificates by the Program Lessee each Series 1996-1
Certificate shall, at the cost and expense of the Program Lessee, be free and
clear of all Liens (other than any Permitted Liens).
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ARTICLE VI
WARRANTY OF THE PROGRAM LESSOR;
ASSIGNMENT AND PLEDGE OF SERIES 1996-1 CERTIFICATES,
RELATED ACCOUNTS AND SUBORDINATED NOTES
Section 6.1 Quiet Enjoyment. The Program Lessor warrants
that during the Lease Term, so long as no Lease Event of Default shall have
occurred and be continuing, the Program Lessee's receipt of the benefits of the
payments on the Series 1996-1 Certificates (subject to the pledge under this
Program Operating Lease and to the lien of the Indenture) shall not be
interrupted by the Program Lessor or any Person claiming by, through or under
the Program Lessor.
Section 6.2 Program Lessee's Rights. So long as no Lease
Event of Default shall have occurred and be continuing hereunder, the Program
Lessee shall enjoy all rights to the Series 1996-1 Certificates during the
Lease Term and, except as otherwise specifically provided in the Basic
Documents, shall have the exclusive claim (subject to the lien of the
Indenture) during the Lease Term to receive all distributions and proceeds with
respect to the Series 1996-1 Certificates. As provided in Section 8.6 of the
Series 1996-1 Supplement, (i) for purposes of Section 2.6(b) of the FCTT
Agreement, the Program Lessor and the Program Lessee and its permitted assigns
shall each be a "Holder", but the Program Lessee and its permitted assigns
shall indemnify the Program Lessor against any Liabilities pursuant to Section
2.6(b) of the FCTT Agreement, and (ii) for purposes of Section 7.1 of the FCTT
Agreement, the Program Lessor and the Program Lessee and its permitted assigns
shall each be a Holder. Upon the occurrence and during the continuance of a
Lease Event of Default, the Program Lessee will no longer have any right to
vote or direct actions with respect to any of the Basic Documents. For
purposes of Section 6.9(c) of the FCTT Agreement, the obligations to pay
expenses in connection with the removal of Comerica shall be borne by the
Program Lessee.
Section 6.3 Assignment and Pledge of Series 1996-1
Certificates, Series 1996-1 Collection Account, Series 1996-1 Payahead Account
and Cash Collateral Account. The Program Lessee acknowledges that its interest
in the Series 1996-1 Certificates and the related ac-
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counts under this Program Operating Lease is subject to the prior pledge by the
Program Lessor to the Indenture Trustee under the Indenture. The Program
Lessee hereby pledges, assigns and conveys its interest in the Series 1996-1
Certificates (i) to the Program Lessor to secure the Program Lessee's
obligations under this Program Operating Lease and (ii) to the Indenture
Trustee to secure the payment of the Senior Notes and the compliance by the
Program Lessor with the provisions of the Indenture. In addition, the Program
Lessee hereby pledges, assigns and conveys all of its right, title and interest
in, to and under the Series 1996-1 Collection Account, the Series 1996-1
Payahead Account and the Cash Collateral Account to (i) the Program Lessor to
secure the Program Lessee's obligations under this Program Operating Lease and
(ii) to the Indenture Trustee to secure the obligations of the Program Lessor
under the Indenture.
Section 6.4 Assignment and Pledge of Subordinated Notes.
Pursuant to Section 2 of the Transfer Agreement, the Program Lessor has issued
the Subordinated Notes to the Program Lessee as partial payment for the Series
1996-1 Certificates. The Program Lessee hereby pledges, assigns and conveys
all of its right, title and interest in, to and under the Subordinated Notes to
(i) the Program Lessor to secure the Program Lessee's obligations under this
Program Operating Lease and (ii) to the Indenture Trustee to secure the
obligations of the Program Lessor under the Indenture. Pursuant to Section 8.6
of the Indenture, the Indenture Trustee will deliver the Subordinated Notes to
the Program Lessor at such time as there are no Senior Notes Outstanding and
all sums due the Indenture Trustee pursuant to Section 6.7 of the Indenture
have been paid. Upon such delivery, the Program Lessor shall hold the
Subordinated Notes to perfect the pledge thereof by the Program Lessee pursuant
to this Section 6.4.
Section 6.5 Deposits to Cash Collateral Account in Respect of
Subordinated Notes. On each Payment Date, the Program Lessee agrees to deposit
or cause to be deposited into the Cash Collateral Account all payments on the
Subordinated Notes made to it on such date. In furtherance of the foregoing,
on the date hereof the Program Lessee shall deliver a letter to the Lease Trust
Paying Agent in substantially the form attached hereto as Exhibit A, which
letter shall direct the Lease Trust
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Paying Agent to deposit into the Cash Collateral Account all payments received
with respect to the Subordinated Notes on each Payment Date.
Section 6.6 Application of Subordinated Note Payments. The
Program Lessee and the Program Lessor agree that amounts payable in respect of
the Additional Payment payable by the Program Lessee to the Program Lessor and
the amount payable by the Program Lessor, as obligor on the Subordinated Notes,
to the Program Lessee, may be paid on a net basis. The Program Lessor and the
Program Lessee agree that (i) the Subordinated Notes shall remain outstanding
and (ii) the Program Lessor's obligations under the Subordinated Notes and the
Program Lessee's obligation to make Additional Payments hereunder shall
continue to be in full force and effect notwithstanding the agreement of the
Program Lessor and the Program Lessee to make payments of principal and
interest on the Subordinated Notes and Additional Payments under this Program
Operating Lease on a net basis. Accordingly, the Program Lessor and the
Program Lessee each agree to account for all Additional Payments under this
Program Operating Lease and all payments of principal and interest on the
Subordinated Notes as if such amounts were paid separately.
ARTICLE VII
LIENS; LOCATION AND INSPECTION
Section 7.1 Liens. The Program Lessee will not directly or
indirectly create, assume or suffer to exist any Lien on or with respect to,
among other things, the Series 1996-1 Certificates, any title thereto or any
interest therein (including any rights to payment) other than Permitted Liens.
The Program Lessee will promptly, at its own expense, take such action as may
be necessary to duly discharge any such Lien other than a Permitted Lien.
Section 7.2 Change of Location. If following the payment in
full of the Senior Notes and the release of the lien of the Indenture, the
Program Lessee shall have obtained possession of the Series 1996-1
Certificates, then the Program Lessee shall provide the Program Lessor with
written notice of its intention to relocate any Series 1996-1 Certificates in
accordance with the
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terms hereof at least one month prior to the date such relocation is commenced.
Notwithstanding the previous sentence, no relocation of any Series 1996-1
Certificates by the Program Lessee shall be commenced or made if a Lease Event
of Default shall have occurred and be continuing.
Section 7.3 Inspection and Information. At reasonable
intervals during the Lease Term and at any time a Lease Event of Default has
occurred and is continuing, the Program Lessor and its representatives shall
have the right, but not the duty, to inspect the Series 1996-1 Certificates and
all records related thereto, including all records relating to the receipt or
distribution of funds with respect to the Series 1996-1 Certificates.
ARTICLE VIII
NO SUBLEASE OR RENEWAL
Section 8.1 No Rights to Sublease or Renew. Except as set
forth in Sections 12.1 and 12.2, the Program Lessee shall not assign, pledge,
sell, transfer, sublease or otherwise dispose of its interest under this
Program Operating Lease at any time. Except as provided pursuant to the Basic
Documents, the Program Lessee will not transfer possession or relinquish
control of any Series 1996-1 Certificates. The Program Lessee may not renew
the term of this Program Operating Lease.
ARTICLE IX
PROGRAM LESSEE PURCHASE OPTION
Section 9.1 Program Lessee's Option to Purchase. Upon the
occurrence of the Program Operating Lease Termination Date with respect to any
payments attributable to each Series 1996-1 Leased Vehicle, the Program Lessee
may, in the circumstances set forth in the next succeeding sentence, acquire
the Program Lessor's beneficial interest in such Series 1996-1 Leased Vehicle
by paying to the Program Lessor an amount equal to the RCL Purchase Option
Price of such Series 1996-1 Leased Vehicle. The Program Lessee shall acquire
the beneficial interest in a Series 1996-1 Leased Vehicle only if (A) (i) the
proceeds from the sale or disposition of such
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Series 1996-1 Leased Vehicle (including any Insurance Proceeds available to the
Program Lessor relating to loss or damage to such Series 1996-1 Leased
Vehicle), plus (ii) any amounts collected in connection with Excess Wear and
Tear and Excess Mileage with respect to such Series 1996-1 Leased Vehicle,
including by application of any Security Deposit or Reconditioning Reserve, in
each case net of sales or use taxes and minus (iii) amounts refunded pursuant
to the related Series 1996-1 Lease to the related Lessee for prepaid Excess
Mileage and prepaid Excess Wear and Tear, is greater than (B) the RCL Purchase
Option Price. Upon payment by the Program Lessee of the RCL Purchase Option
Price to the Program Lessor, such Series 1996-1 Leased Vehicle shall no longer
be a Series 1996-1 Asset, effective as of the date of such payment, and the
Program Lessor shall instruct the Administrative Agent to change its records
accordingly and deliver the Certificate of Title for such Series 1996-1 Leased
Vehicle to the Program Lessee or its designee. To the extent that the Program
Lessor exercises its option to purchase the beneficial interest in a Series
1996-1 Leased Vehicle as described herein, it shall pay or cause to be paid the
related RCL Purchase Option Price to the Program Lessor either by depositing
such amount in the Series 1996-1 Collection Account or by repaying the related
Sale Proceeds Advance, if any, to the Administrative Agent. The Program Lessor
and the Program Lessee each intend that the Program Lessee shall exercise its
option to purchase a Series 1996-1 Leased Vehicle in each instance where the
amount in clause (A) of the third preceding sentence exceeds the amount in
clause (B) of such sentence (such excess, the "Transferor Purchase Option Net
Proceeds").
Section 9.2 Transferor Purchase Option Net Proceeds. As
additional security for its obligations hereunder, on the Business Day
preceding each Payment Date, or on each Business Day if each Monthly Remittance
Condition has not been satisfied, the Program Lessee shall deposit or cause to
be deposited all Transferor Purchase Option Net Proceeds into the Cash
Collateral Account until the aggregate cumulative amount deposited in the Cash
Collateral Account in respect of Transferor Purchase Option Net Proceeds equals
$94,835,486.42. Once the aggregate cumulative amount deposited in the Cash
Collateral Account in respect of Transferor Purchase Option Net Proceeds equals
$94,835,486.42, any Transferor
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Purchase Option Net Proceeds shall be deposited in the RCL Account and any
Transferor Purchase Option Net Proceeds so deposited shall be property of the
Program Lessee.
ARTICLE X
LEASE EVENTS OF DEFAULT
Section 10.1 Lease Events of Default. The term "Lease Event
of Default," means any of the following events:
(a) on any Payment Date, the Program Lessee shall have failed
to make, or cause to be made, the Required Interest Payment due on such Payment
Date;
(b) the Program Lessee shall fail to perform or observe any
covenant contained in Articles V or VII;
(c) the Program Lessee shall fail to perform or observe any
other material covenant, condition or agreement to be performed or observed by
it under this Program Operating Lease and such failure shall continue for a
period of 30 days after there shall have been given to the Program Lessee by
the Program Lessor a notice thereof;
(d) any representation or warranty made by the Program Lessee
in this Program Operating Lease or any other Basic Document, or any other
agreement, document or certificate to which the Program Lessee is a party or
which is delivered by the Program Lessee in connection herewith or therewith
shall prove to have been false or incorrect in any material respect when any
such representation or warranty was made or given and shall remain a
misrepresentation or breach of warranty which is material and adverse to the
Program Lessor or its interest in the Series 1996-1 Certificates at the time at
which such misrepresentation or breach of warranty is brought to the attention
of the Program Lessee; provided, however, that no such misrepresentation or
breach of warranty shall constitute a Lease Event of Default if such
misrepresentation or breach is curable and the Program Lessee is diligently
pursuing the cure of such breach or misrepresentation and has cured it within
30 days;
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(e) a Bankruptcy, insolvency or termination shall have
occurred with respect to the Program Lessee or a Bankruptcy shall have occurred
with respect to Ford Credit Leasing; or
(f) there shall have occurred an Indenture Event of Default.
ARTICLE XI
REMEDIES
Section 11.1 Remedies. Upon the occurrence of any Lease
Event of Default and at any time thereafter so long as the same shall be
continuing, the Program Lessor (or, if the lien of the Indenture is
outstanding, the Indenture Trustee as assignee of the Program Lessor) may, with
respect to the Lease Events of Default set forth in Section 10.1 (a), (b), (c),
(d) and (f), at its option, declare this Program Operating Lease to be in
default by written notice to such effect given to the Program Lessee (a "Notice
of Lease Event of Default"), and upon the occurrence of a Lease Event of
Default described in Section 10.1(e), this Program Operating Lease shall
automatically be in default, and at any time thereafter the Program Lessor may,
to the extent permitted by law, exercise one or more of the following remedies,
as the Program Lessor in its sole discretion shall elect:
(a) the Program Lessor may, by notice to the Program Lessee,
rescind or terminate this Program Operating Lease;
(b) the Program Lessor may demand that (if the Program Lessee
has possession of the Series 1996-1 Certificates) the Program Lessee, and the
Program Lessee shall, upon the demand of the Program Lessor, re-deliver the
Series 1996-1 Certificates to the Program Lessor;
(c) subject to the terms of the Lease Trust Agreement and the
Indenture, the Program Lessor (or the Indenture Trustee (including the
requirement that an Opinion of Counsel be obtained that such sale will not
cause the Lease Trust, RCL Trust 1996-1, or FCTT to be classified for federal
income tax purposes as an association (or publicly traded partnership) taxable
as a corporation)) may sell the Series 1996-1 Certificates at
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public or private sale, as the Program Lessor may determine, in its sole
discretion free and clear of any rights of the Program Lessee in the Series
1996-1 Certificates and without any duty to account to the Program Lessee with
respect to such action or inaction or any proceeds with respect thereto;
provided, that the Program Lessee shall be entitled to receive any proceeds of
such sale remaining after payment in full of the Program Operating Lease
Termination Value plus the expenses of such sale and any expenses of the RCL
Trustee, the Lease Trustee, the Indenture Trustee or Comerica which have not
been otherwise paid;
(d) the Program Lessor may, whether or not the Program Lessor
shall have exercised or shall thereafter at any time exercise its rights under
Section 11.1(b) or (c), demand, by written notice to the Program Lessee, that
the Program Lessee pay to the Program Lessor, and the Program Lessee shall pay
to the Program Lessor, on the Payment Date next succeeding such notice, any
unpaid Required Interest Payments and Additional Payments (if any) due through
such Payment Date plus, as liquidated damages for loss of a bargain and not as
a penalty (in lieu of the Required Interest Payments and Additional Payments
(if any) due after such Payment Date), an amount equal to the Program Operating
Lease Termination Value as of such Payment Date in exchange for the transfer to
the Program Lessee of the Series 1996-1 Certificates; provided, however, that
if the Outstanding Amount of the Senior Notes is greater than zero, the Program
Lessor may exercise the remedy set forth in this Section 11.1(d) only in the
event that the Senior Notes have been declared immediately due and payable
pursuant to Section 5.2 of the Indenture, and such declaration has not been
rescinded and annulled; or
(e) the Program Lessor may, without notice to the Program
Lessee (any such notice being expressly waived by the Program Lessee), exercise
its right of setoff and apply any indebtedness (including on the Subordinated
Notes held by the Program Lessee and Ford Credit Leasing) at any time owing by
the Program Lessor to the Program Lessee and Ford Credit Leasing against any
and all of the obligations of the Program Lessee and Ford Credit Leasing now or
hereafter existing under this Program Operating Lease, irrespective of whether
or not the Program Lessor shall have made any demand under this
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Program Operating Lease and although such obligations may be unmatured.
Section 11.2 No Release. No rescission or termination of
this Program Operating Lease, in whole or in part, or repossession of the
Series 1996-1 Certificates or exercise of any remedy under Section 11.1 shall,
except as specifically provided herein, relieve the Program Lessee of any of
its liabilities and obligations hereunder. In addition, the Program Lessee
shall be liable, except as otherwise provided herein, for any and all unpaid
Required Interest Payments and Additional Payments and payment of the Program
Operating Lease Termination Value, if any, due hereunder before, after or
during the exercise of the foregoing remedies, including all reasonable legal
fees and other costs and expenses incurred by the Program Lessor.
Section 11.3 Remedies Cumulative. No remedy under Section
11.1 is intended to be exclusive, but each shall, to the fullest extent
permitted by, but subject always to any mandatory requirements of, any
applicable law or government regulation, be cumulative and in addition to any
other remedy provided under Section 11.1 or otherwise available to the Program
Lessor at law or in equity. No express or implied waiver by the Program Lessor
of any Lease Event of Default hereunder shall in any way be, or be construed to
be, a waiver of any future or subsequent Lease Event of Default. The failure
or delay of the Program Lessor in exercising any rights granted it hereunder or
any other Basic Document upon any occurrence of any of the contingencies set
forth herein shall not constitute a waiver of any such right upon the
continuation or recurrence of any such contingencies or similar contingencies
and any single or partial exercise of any particular right by the Program
Lessor shall not exhaust the same or constitute a waiver of any other right
provided herein.
Section 11.4 Exercise of Other Rights or Remedies. In
addition to all other rights and remedies provided in this Article XI, the
Program Lessor may exercise any other rights or remedies that may be available
to it under applicable law or proceed by appropriate court action to enforce
the terms hereof or to recover damages for the breach hereof.
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ARTICLE XII
ASSIGNMENT OF LEASE
Section 12.1 Program Lessee's Consent to Assignment by
Program Lessor. (a) The Program Lessee hereby acknowledges, and consents in
all respects to, the assignment of the interest of the Program Lessor in the
Program Operating Lease by the Program Lessor to the Indenture Trustee under
and pursuant to the Indenture and agrees:
(i) to make each Required Interest Payment and
Additional Payment due or to become due hereunder directly to the
Indenture Trustee to the account specified by the Indenture Trustee,
so long as any Senior Notes shall be outstanding and unpaid and
thereafter to the Program Lessee, so long as any Subordinated Notes or
Lease Trust Certificates shall be outstanding and unpaid; and
(ii) not to seek to recover any payment (other than
a payment made in mistake) made to the Indenture Trustee in accordance
with the Indenture once such payment is made.
(b) The Program Lessee hereby consents to and
acknowledges the retention of possession by the Indenture Trustee of the Series
1996-1 Certificates until such time as the Senior Notes are satisfied in full,
the lien of the Indenture is released, and the Subordinated Notes and Lease
Trust Certificates have been paid in full.
Section 12.2 Program Lessor's Consent to Assignment by
Program Lessee. The Program Lessor hereby consents to the assignment by the
Program Lessee to Ford Credit Leasing Company, Inc. of an undivided 1% interest
in the Program Lessee's interest in this Program Operating Lease, including but
not limited to the right to receive distributions and proceeds with respect to
the Series 1996-1 Certificates, the right to receive amounts in the Cash
Collateral Account as provided herein and the obligation to make Required
Interest Payments, Additional Payments and any required payment of the Program
Operating Lease Termination Value.
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ARTICLE XIII
MISCELLANEOUS
Section 13.1 Notices. All communications, notices and
consents provided for herein shall be in writing, including telecopy or other
electronic or wire transmission, and shall be effective upon delivery to the
Program Lessee at:
RCL Trust 1996-1
c/o First Union Bank of Delaware
One Xxxxxx Square
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Department
with a copy to:
First Union National Bank of North Carolina
000 Xxxxx Xxxxx Xxxxxx XXX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Pablo de la Canal
and to the Program Lessor at:
Ford Credit Auto Lease Trust 1996-1
c/o PNC Bank, Delaware
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. XxXxxxxx
All communications (including reports), notices and consents
hereunder shall, so long as any of the Series 1996-1 Certificates is subject to
the lien of the Indenture, be given to the Indenture Trustee as well as to the
appropriate party hereunder.
Section 13.2 Distribution of Series 1996-1 Assets.
Consistent with Section 8.6 of the Series 1996-1 Supplement, Program Lessor and
Program Lessee agree that each shall be a "Holder" of the Series 1996-1
Certificates for purposes of Section 4.3(f) of the FCTT Agreement; and further
agree that, for so long as the Program Operating Lease is in effect, each shall
exercise their joint rights provided for in such Section only with the consent
of the other. In the event that the Program Lessee and the Program Lessor
exercise their joint rights
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pursuant to such Section 4.3(f) of the FCTT Agreement, the Series 1996-1
Vehicles shall be retitled in the name, or at the direction, of the Program
Lessor; provided that the Indenture Trustee shall, until the Outstanding Amount
of the Senior Notes has been reduced to zero, have a Lien on the Series 1996-1
Leased Vehicles distributed pursuant to such sections and the Certificate of
Title of each such Series 1996-1 Leased Vehicle shall reflect such lien. The
foregoing shall not be construed to require the consent of any party to any
distribution of assets of FCTT pursuant to Section 7.1 of the FCTT Agreement or
Section 9.2 of the Lease Trust Agreement.
Section 13.3 Termination of Administrative Agent. Consistent
with Section 8.6 of the Series 1996-1 Supplement, Program Lessor and Program
Lessee agree that each shall be a "Holder" of the Series 1996-1 Certificates
for purposes of Section 7.1(b) of the Administrative Agency Agreement and
Section 4.2 of the FCTT Agreement, (for purposes of terminating the
Administrative Agent and for appointing a successor Administrative Agent), and
shall act together in accordance with Section 8.6(f) of the Series 1996-1
Supplement and further agree that, for so long as this Program Operating Lease
is in effect, each shall exercise the rights provided for in such section only
with the consent of the other.
Section 13.4 Successors and Assigns. Neither the Program
Lessor nor the Program Lessee may assign its interest in this Program Operating
Lease except as permitted by Sections 12.1 and 12.2. This Program Operating
Lease, including all agreements, covenants, representations and warranties,
shall be binding upon and inure to the benefit of the Program Lessor and its
successors and permitted assigns, and the Program Lessee and its successors and
permitted assigns.
Section 13.5 Right to Perform for Program Lessee. If the
Program Lessee shall fail to make any Required Interest Payments or Additional
Payments to be made by it hereunder, or shall fail to perform or comply with
any of its other agreements contained herein or in any other Basic Document or
any other agreement entered into in connection therewith, the Program Lessor
may, but shall not be obligated to, make such payment or perform or comply with
such agreement, and the amount of such payment and the amount of all costs and
expenses (includ-
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ing, without limitation, reasonable attorneys' and other professionals' fees
and expenses) of the Program Lessor incurred in connection with such payment or
the performance of or compliance with such agreement, as the case may be,
together with interest thereon, at the weighted average interest rate of the
Senior Notes, shall be due and payable by the Program Lessee upon demand.
Section 13.6 Amendments. This Program Operating Lease may be
amended by the parties hereto at any time; provided, however, that such action
shall not, (x) as evidenced by an Opinion of Counsel, materially adversely
affect the interests of the Senior Noteholders or the Lease Trust
Certificateholders (unless 100% of the Senior Noteholders and the Lease Trust
Certificateholders materially adversely affected thereby consent thereto), (y)
as confirmed by each Rating Agency then rating the Senior Notes and the Lease
Trust Certificates, cause the then current rating of any Class of Senior Notes
or the Lease Trust Certificates to be withdrawn or reduced or (z) as evidenced
by an Opinion of Counsel, cause the Program Lessee, the Program Lessor, or FCTT
to be classified as an "association" (or publicly traded partnership) taxable
as a corporation for federal income tax purposes.
Section 13.7 Survival. All agreements, indemnities,
representations and warranties contained in this Program Operating Lease and
the other Basic Documents or any agreement, document or certificate delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery of this Program Operating Lease and the expiration
or other termination thereof.
Section 13.8 Severability of Provisions. Any provisions of
this Program Operating Lease which may be determined by competent authority to
be prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the Program Lessee hereby waives any
provision of law which renders any provision hereof prohibited or unenforceable
in any respect.
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Section 13.9 Original. The single executed original of this
Program Operating Lease marked "Original" and containing the receipt of the
Indenture Trustee thereon shall be the "Original" of this Program Operating
Lease. To the extent that this Program Operating Lease constitutes chattel
paper, as such term is defined in the UCC as in effect in any applicable
jurisdiction, no security interest in this Program Operating Lease may be
created through the transfer or possession of any counterpart other than the
"Original."
Section 13.10 Single Transaction. The Program Lessor and the
Program Lessee acknowledge and agree that the Basic Documents and any other
agreements of the Program Lessee entered into by the Program Lessee in
connection with the transactions contemplated by the Basic Documents are
intended to be construed and treated for all purposes as integral and
constitutive elements of a single transaction that cannot be separately
assigned, assumed or rejected under the United States bankruptcy code (Title 11
of the United States Code) or any other applicable bankruptcy, insolvency or
receivership laws.
Section 13.11 Headings. The headings of the various Articles
and Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.
Section 13.12 Governing Law. THIS PROGRAM OPERATING LEASE
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 13.13 Counterpart Execution and Dating. This Program
Operating Lease may be executed in any number of counterparts and by each of
the parties hereto on separate counterparts, all such counterparts together
constituting but one and the same instrument, with the counterparts delivered
to the Indenture Trustee pursuant to the Indenture being deemed the "Original"
and all other counterparts being deemed duplicates.
Section 13.14 Concerning the Program Lessor and the Program
Lessee. (a) PNC Bank, Delaware is entering into this Program Operating Lease
solely in its
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capacity as Lease Trustee and not in its individual capacity and in no case
shall PNC Bank, Delaware (or any entity acting as successor Lease Trustee) be
personally liable for or on account of any of the statements, representations,
warranties, covenants or obligations stated to be those of Program Lessor
hereunder or in the other Basic Documents and that nothing contained herein
shall be construed as creating any liability on PNC Bank, Delaware,
individually or personally, to perform any covenant either express or implied
contained herein, all such liability, if any, being expressly waived by the
Program Lessee and any person claiming by, through or under the Program Lessee.
(b) First Union Bank of Delaware is entering into this
Program Operating Lease solely in its capacity as Trustee of RCL Trust 1996-1
and not in its individual capacity and in no case shall First Union Bank of
Delaware (or any entity acting as successor RCL Trustee) be personally liable
for or on account of any of the statements, representations, warranties,
covenants or obligations stated to be those of Program Lessee hereunder or in
the other Basic Documents and that nothing contained herein shall be construed
as creating any liability on First Union Bank of Delaware, individually or
personally, to perform any covenant either express or implied contained herein,
all such liability, if any, being expressly waived by the Program Lessor, and
any person claiming by, through or under the Program Lessor.
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IN WITNESS WHEREOF, the parties hereto have caused this
Program Operating Lease to be duly executed by their respective officers
hereunto duly authorized, as of the day and year first above written.
RCL TRUST 1996-1, as Program
Lessee
By: FIRST UNION BANK OF DELAWARE,
not in its individual
capacity, but solely as
trustee of RCL Trust 1996-1
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
PNC BANK, DELAWARE, not in its
individual capacity, but solely as
trustee of Ford Credit Auto Lease
Trust 1996-1, as Program Lessor
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
30
Receipt of this original counterpart of this Program Operating
Lease is hereby acknowledged on this 26th day of November, 1996.
By: THE CHASE MANHATTAN BANK,
not in its individual
capacity but solely as
Indenture Trustee
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
31
EXHIBIT A
DIRECTION
TO: [NAME OF LEASE TRUST PAYING AGENT]
[ADDRESS OF LEASE TRUST PAYING AGENT]
RE: Ford Credit Auto Lease Trust Series 1996-1
% Asset Backed Subordinated Notes
THIS DIRECTION WITNESSES THAT the undersigned hereby directs
you to deposit all payments with respect to the $106,690,331.13 initial
aggregate principal amount of Ford Credit Auto Lease Trust Series 1996-1 ___%
Asset Backed Subordinated Notes, into the Cash Collateral Account, account
number. ______________, ASA no. ________________, and this direction shall be
the undersigned's good and sufficient authority for so doing.
RCL TRUST 1996-1
By: FIRST UNION BANK OF DELAWARE, not in its
individual capacity, but solely as trustee of
RCL TRUST 1996-1
By_________________________________
Name:
Title:
A-1
