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EXHIBIT 10.3
SERIES 1996-1 SUPPLEMENT
dated as of
November __, 1996
to
ADMINISTRATIVE AGENCY AGREEMENT
dated as of
January 31, 1994
among
COMERICA BANK,
as trustee of Ford Credit Titling Trust,
FORD MOTOR CREDIT COMPANY,
as Administrative Agent and initial Beneficiary
of Ford Credit Titling Trust,
and
FORD CREDIT LEASING COMPANY, INC.
as initial Beneficiary of
Ford Credit Titling Trust
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TABLE OF CONTENTS
Page
ARTICLE I
DESIGNATION OF SUPPLEMENT FOR
SERIES 1996-1 CERTIFICATES
Section 1.1 Designation . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
DEFINITIONS
Section 2.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
THE LEASES
Section 3.1 Representations and Warranties of Administrative Agent . . 3
ARTICLE IV
FEES AND EXPENSES
Section 4.1 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V
COLLECTIONS
Section 5.1 Establishment of Series Collection Account, Series
Payahead Account and Series 1996-1 Payments Account . . . 7
Section 5.2 Application and Distribution of Funds . . . . . . . . . . . 11
Section 5.3 RCL Trust 1996-1 Purchase Option . . . . . . . . . . . . . 13
Section 5.4 Sale Proceeds Advances and Monthly Payment Advances . . . . 13
Section 5.5 Administrative Purchases . . . . . . . . . . . . . . . . . 14
ARTICLE VI
REPORTS TO CERTIFICATEHOLDERS
Section 6.1 Statements to Certificateholders . . . . . . . . . . . . . 14
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ARTICLE VII
OPTIONAL PURCHASE
Page
Section 7.1 Optional Purchase of Series 1996-1 Certificates . . . . . 15
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Provision of Information . . . . . . . . . . . . . . . . 16
Section 8.2 Ratification of Administrative Agency Agreement . . . . . 16
Section 8.3 Actions on Behalf of the Lease Trust . . . . . . . . . . 16
Section 8.4 Insurance Policies . . . . . . . . . . . . . . . . . . . 17
Section 8.5 Third Party Beneficiary . . . . . . . . . . . . . . . . . 17
Section 8.6 Holders of the Series 1996-1 Certificates . . . . . . . . 17
Section 8.7 Demand Notes . . . . . . . . . . . . . . . . . . . . . . 19
Section 8.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . 19
Section 8.9 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 8.10 Headings . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 8.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . 19
Exhibit A - Schedule of Series 1996-1 Leases and Series 1996-1
Leased Vehicles
Exhibit B - Form of Series 1996-1 Certificate
Exhibit C - Form of Lease
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SERIES 1996-1 SUPPLEMENT, dated and effective as of November
__, 1996 (this "Supplement"), among FORD MOTOR CREDIT COMPANY, a Delaware
corporation ("Ford Credit"), as Administrative Agent, initial Beneficiary of
Ford Credit Titling Trust ("FCTT") and Holder of an Exchangeable Beneficial
Certificate, FORD CREDIT LEASING COMPANY, INC., a Delaware corporation ("Ford
Credit Leasing") as initial Beneficiary of FCTT and Holder of an Exchangeable
Beneficial Certificate, and COMERICA BANK, a Michigan banking corporation, not
in its individual capacity but as trustee for FCTT ("Comerica").
WHEREAS, pursuant to Section 4.3 of the FCTT Agreement, the
Administrative Agent, acting at the unanimous direction of the Holders of
Exchangeable Beneficial Certificates, has delivered to Comerica a Series
Specification Notice listing certain FCTT Assets which are to be designated as
Series 1996-1 Assets;
WHEREAS, on the Series Issue Date Comerica shall issue a
Series of Specified Beneficial Certificates designated as the "Series 1996-1
Certificates" representing in the aggregate a 100 percent interest in the
Series Specified Assets designated as the Series 1996-1 Assets;
WHEREAS, Ford Credit and Ford Credit Leasing intend to
contribute their interest in their respective Series 1996-1 Certificates to RCL
Trust 1996-1, including their rights under the Administrative Agency Agreement
and this Supplement; and
WHEREAS, in order to administer and service the Series 1996-1
Assets in the manner contemplated by the Administrative Agency Agreement the
parties hereto have determined that it is in the best interests of each of the
Beneficiaries of FCTT, the transferees of such Beneficiaries, the
Administrative Agent and Comerica to enter into this Supplement;
NOW THEREFORE, Ford Credit, Ford Credit Leasing and Comerica
hereby agree as follows:
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ARTICLE I
DESIGNATION OF SUPPLEMENT FOR
SERIES 1996-1 CERTIFICATES
Section 1.1 Designation. (a) Pursuant to Sections 3.3 and
4.3 of the FCTT Agreement, the Administrative Agent, acting on behalf of FCTT
and the Holders of Exchangeable Beneficial Certificates, has designated the
Leases and Leased Vehicles listed in the Series 1996-1 Specifications Notice
and in Exhibit A attached hereto, as the Series Specified Assets with respect
to Series 1996-1 (the "Series 1996-1 Assets") and, in accordance with
instructions of the Holders of the Exchangeable Beneficial Certificates set
forth in the Series 1996-1 Specifications Notice, hereby issues to the Holders
of the Exchangeable Beneficial Certificates the Specified Beneficial
Certificates in the form attached hereto as Exhibit B representing the
beneficial interest in such Series 1996-1 Assets to be known as the Series
1996-1 Certificates. The parties hereto agree to the following supplemental
provisions to the Administrative Agency Agreement with respect to the Series
1996-1 Certificates.
(b) In the event that any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Administrative Agency Agreement, the terms and provisions of
this Supplement shall govern.
ARTICLE II
DEFINITIONS
Section 2.1 Definitions. All capitalized terms which are
used herein and are not defined herein have the meanings assigned to such terms
in Appendix A attached hereto. References to "this Supplement" are to this
Series 1996-1 Supplement to the Administrative Agency Agreement. References to
"the Administrative Agency Agreement" are to the Administrative Agency
Agreement, as supplemented by this Supplement, and as may be otherwise
supplemented, amended or modified from time to time. To the extent that any
term is defined in both the Administrative Agency Agreement (or Appendix I
attached thereto) and this Supplement (or Appendix A attached hereto), the
definition set forth in this Supplement (or
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Appendix A) shall be controlling. All references to Articles, Sections,
subsections and schedules are to Articles, Sections, subsections and schedules
of this Supplement unless otherwise specified.
ARTICLE III
THE LEASES
Section 3.1 Representations and Warranties of Administrative
Agent. Ford Credit, in its capacity as Administrative Agent, makes the
following representations and warranties as to the Series 1996-1 Assets, on
which Comerica relies in executing and authenticating the Series 1996-1
Certificates and on which Ford Credit and Ford Credit Leasing, in their
capacities as initial Beneficiaries, rely in making subsequent transfers of the
Series 1996-1 Certificates. Such representations and warranties speak as of
the execution and delivery of this Supplement, and shall survive the sale,
transfer, and assignment of the Series 1996-1 Certificates by Ford Credit and
Ford Credit Leasing to RCL Trust 1996-1 and any subsequent transferee:
(a) New Vehicle. Each Series 1996-1 Leased Vehicle was a new
automobile or light-duty truck at the inception of the related 1996-1 Lease.
(b) Certificate of Title. Each Series 1996-1 Leased Vehicle
was titled in the name of "Ford Credit Titling Trust," "Ford Credit Titling
Trust, Comerica Bank, Trustee" or such substantially similar words acceptable
to the relevant Governmental Authority.
(c) Residual Value. The Residual Value of each Series 1996-1
Leased Vehicle does not exceed an amount established by the Administrative
Agent consistent with its policies and practices regarding the setting of
residual values as applied with respect to closed-end retail automobile and
light-duty truck leases.
(d) Pool Balance. At the Series 1996-1 Cut-Off Date the
Pool Balance was $_______________.
(e) Interest in Lease and Leased Vehicle. Each Series 1996-1
Lease was entered into by a Dealer located in the United States, as lessor, and
a Lessee
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with a billing address in an Eligible State, as lessee, and all of the Dealer's
right, title and interest in such Series 1996-1 Lease and the related Series
1996-1 Leased Vehicle was validly assigned by such Dealer to FCTT.
(f) Customary and Enforceable Provisions. Each Series 1996-1
Lease (i) was originated by a Dealer in the ordinary course of its business and
in compliance with the Administrative Agent's, normal credit and collection
policies and practices, (ii) contains customary and enforceable provisions
and (iii) is substantially in the form of Exhibit C.
(g) Total Monthly Payments. Each Series 1996-1 Lease
provides for Total Monthly Payments which include Constant Yield Payments that
fully amortize the Balance Subject to Lease Charges of such Series 1996-1 Lease
to a final payment equal to the Residual Value of the related Series 1996-1
Leased Vehicle over the term of such Series 1996-1 Lease.
(h) Compliance with Law. At the time it was originated or
made, and as of the date of this Supplement, each Series 1996-1 Lease complied
in all material respects with all requirements of applicable federal, state,
and local laws, and regulations thereunder.
(i) Binding Obligation. Each Series 1996-1 Lease represents
the genuine, legal, valid and binding payment obligation in writing of the
related Lessee, enforceable by the holder thereof in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors' rights generally and
general principles of equity.
(j) No Government Lessee. None of the Series 1996-1 Leases
is an obligation of the United States of America or any state or of any agency,
department, or instrumentality of the United States of America or any state.
(k) Leases in Force. As of the Series 1996-1 Specification
Date, no Series 1996-1 Lease had been satisfied, subordinated, rescinded,
cancelled or terminated.
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(l) No Waiver. No provision (other than the assessment of a
Security Deposit or Reconditioning Reserve) of a Series 1996-1 Lease has been
waived.
(m) No Defenses. No right of rescission, setoff,
counterclaim, or defense has been asserted or threatened with respect to any
Series 1996-1 Lease.
(n) No Default. As of the Series 1996-1 Specification Date,
no default in payment by any Lessee of any payments due with respect to a
Series 1996-1 Lease had occurred and was continuing for a period of more than
thirty days; and no continuing condition that with notice or the lapse of time
would constitute a default, breach, violation, or event permitting termination
or cancellation under the terms of any Series 1996-1 Lease had arisen.
(o) No Recourse to Dealer. No Series 1996-1 Lease provides
for recourse to the related Dealer.
(p) Insurance. Each Lessee, to the best knowledge of the
Administrative Agent, has obtained or agreed to obtain physical damage
insurance and liability insurance covering the related Series 1996-1 Leased
Vehicle as required under the related Series 1996-1 Lease.
(q) Title. No Series 0000-0 Xxxxx has been sold,
transferred, assigned, or pledged by any Dealer to any Person other than FCTT.
Comerica, as trustee for FCTT and for the benefit of the Holders of Series
1996-1 Certificates, has good and marketable title to each Series 1996-1 Lease
and each Series 1996-1 Leased Vehicle, free and clear of all Liens,
encumbrances, security interests, and rights of others, including liens or
claims for work, labor or material relating to such Series 1996-1 Leased
Vehicle.
(r) Valid Assignment. No Series 1996-1 Lease was originated
in, or is subject to the laws of, any jurisdiction under which the sale,
transfer, and assignment of such Series 1996-1 Lease to FCTT or of a beneficial
interest in such Series 1996-1 Lease pursuant to transfers of Series 1996-1
Certificates is unlawful, void, or voidable. No Series 1996-1 Leased Vehicle
is subject to the laws of any jurisdiction under which the sale, transfer, and
assignment of such Series 1996-1
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Leased Vehicle to FCTT or of a beneficial interest in such Series 1996-1 Leased
Vehicle pursuant to transfers of Series 1996-1 Certificates is unlawful, void,
or voidable. No Dealer has entered into any agreement with any Lessee that
prohibits, restricts or conditions the assignment of any portion of a Series
1996-1 Lease.
(s) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give Comerica, on
behalf of FCTT, a first perfected ownership interest in each Series 1996-1
Lease have been made.
(t) Chattel Paper. Each Series 1996-1 Lease constitutes
"chattel paper" as defined in the UCC.
(u) One Original. There is only one original of each Series
1996-1 Lease, which is held by the Administrative Agent on behalf of FCTT.
(v) No Excess Deferred Gross. No Series 1996-1 Lease is
subject to a holdback of Excess Deferred Gross.
(w) Origination. Each Series 1996-1 Lease has an origination
date on or after __________ __, 199_.
(x) Maturity of Leases. Each Series 1996-1 Lease has a
Scheduled Lease End Date of not greater than 36 months from the date on which
it was entered into.
(y) Minimum Retail Operating Lease Factor. Each Series
1996-1 Lease has a Retail Operating Lease Factor equal to or greater than ___%.
(z) Location of Lease Files. The Lease Files relating to
each Series 1996-1 Lease are maintained at the offices of the Administrative
Agent.
(aa) No Delinquency. No Series 1996-1 Lease has a Total
Monthly Payment that was more than 30 days overdue as of the Series 1996-1
Cut-Off Date.
(ab) No Extensions. No Term Extension or Payment Extension
had been granted to the Lessee under any Series 1996-1 Lease prior to the
Series 1996-1 Cut-Off Date.
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(ac) Advance Payment Program. No Series 1996-1 Lease was
originated under the Advance Payment Program.
(ad) Other Data. The information relating to the Series
1996-1 Leases and Series 1996-1 Leased Vehicles contained in the Schedule of
Series 1996-1 Assets attached hereto as Exhibit A is true and correct in all
material respects and no selection procedures believed to be adverse to the
Holders of Series 1996-1 Certificates were utilized in selecting the Series
1996-1 Assets.
(ae) Administrative Agency Agreement. The representations
and warranties made by the Administrative Agent in the Administrative Agency
Agreement are true and correct.
(af) True Lease. Each Series 1996-1 Lease is a "true lease"
for federal income tax purposes.
ARTICLE IV
FEES AND EXPENSES
Section 4.1 Fees and Expenses. On each Payment Date, the
Administrative Agent shall be paid the Series 1996-1 Administrative Fee in
accordance with terms of the Indenture. In consideration for the payment of
such fee, the Administrative Agent shall pay on each Payment Date (i) the
Series 1996-1 Comerica Fee to Comerica, (ii) the fees and expenses of the
Indenture Trustee as agreed upon in Section 6.7 of the Indenture and (iii) the
fees and expenses of the Lease Trustee as agreed upon in Section 8.1 of the
Lease Trust Agreement.
ARTICLE V
COLLECTIONS
Series 1996-1 Collections shall be allocated to the Series
1996-1 Certificates and distributed as set forth in Article V and Article VI of
the Administrative Agency Agreement, as modified pursuant to this Article V.
Section 5.1 Establishment of Series Collection Account,
Series Payahead Account and Series 1996-1 Payments Account. (a) The
Administrative Agent shall establish and maintain an account in the name of the
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Indenture Trustee until the Outstanding Amount of the Senior Notes has been
reduced to zero, and thereafter in the name of the Lease Trustee, at an
Eligible Institution (which initially shall be The Chase Manhattan Bank), to be
designated as the FCTT Specified Assets Collection Account, Series 1996-1 (the
"Series 1996-1 Collection Account"). The Series 1996-1 Collection Account is
the "Series Collection Account" for Series 1996-1. The Series 1996-1
Collection Account shall be under the sole dominion and control of the
Indenture Trustee until the Outstanding Amount of the Senior Notes has been
reduced to zero, and thereafter under the sole dominion and control of the
Lease Trustee; provided, that the Administrative Agent may make deposits to and
withdrawals from the Series 1996-1 Collection Account in accordance with
Sections 5.2(c) and 5.2(d) of the FCTT Agreement, Section 6.2(b) of the
Administrative Agency Agreement and Sections 5.2(a), 5.2(c), 5.2(d), 5.2(e),
and 5.4(a) and 5.4(b) hereof. All deposits to and withdrawals from the Series
1996-1 Collection Account shall be made only upon the terms and conditions of
the Basic Documents.
Any amounts on deposit in the Series 1996-1 Collection Account
shall be invested by the Indenture Trustee until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, and
at the direction of Ford Credit and Ford Credit Leasing, in Permitted
Investments with a maturity date no later than the Business Day preceding the
next succeeding Payment Date. All investment earnings on amounts deposited to
the Series 1996-1 Collection Account, including any proceeds thereof, shall be
credited to the Series 1996-1 Collection Account, and losses, if any, resulting
from Permitted Investments in the Series 1996-1 Collection Account shall be
charged to the Series 1996-1 Collection Account. All such investment income
shall be reported for federal income tax purposes as 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 in accordance with the Percentage Interests of Ford
Credit and Ford Credit Leasing in RCL Trust 1996-1. The authority of the
Administrative Agent to make deposits to and withdrawals from the Series 1996-1
Collection Account is revocable at any time by the Indenture Trustee until the
Outstanding Amount of the Senior Notes has been reduced to zero, and thereafter
by the Lease Trustee. If the institution at which the
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Series 1996-1 Collection Account is established ceases to be an Eligible
Institution, then the Series 1996-1 Collection Account shall be moved to an
Eligible Institution within 10 Business Days (or such longer period not to
exceed 30 calendar days as to which each Rating Agency may consent).
(b) The Administrative Agent shall establish and maintain an
account in the name of the Indenture Trustee until the Outstanding Amount of
the Senior Notes has been reduced to zero, and thereafter in the name of the
Lease Trustee, at an Eligible Institution (which initially shall be The Chase
Manhattan Bank), to be designated as the "Series 1996-1 Payahead Account." The
Series 1996-1 Payahead Account is the "Series Payahead Account" for Series
1996-1. The Series 1996-1 Payahead Account shall be under the sole dominion
and control of the Indenture Trustee until the Outstanding Amount of the Senior
Notes has been reduced to zero, and thereafter under the sole dominion and
control of the Lease Trustee; provided, that the Administrative Agent may make
deposits to and withdrawals from the Series 1996-1 Payahead Account in
accordance with Section 6.1(a) of the Administrative Agency Agreement and
Section 5.2(b) hereof. All deposits to and withdrawals from the Series 1996-1
Payahead Account shall be made only upon the terms and conditions of the Basic
Documents.
Any amounts on deposit in the Series 1996-1 Payahead Account
shall be invested by the Indenture Trustee until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter on behalf of the Lease
Trustee, and at the direction of Ford Credit and Ford Credit Leasing, in
Permitted Investments which mature no later than the Business Day preceding the
next succeeding Distribution Date. No such investment shall be sold prior to
maturity. All investment earnings on amounts deposited to the Series 1996-1
Payahead Account, including any proceeds thereof, shall be credited to the RCL
Account, and losses, if any, resulting from Permitted Investments in the Series
1996-1 Payahead Account shall be charged to the RCL Account. All such
investment income shall be reported for federal income tax purposes as 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 in accordance with the
Percentage Interests of Ford Credit and Ford Credit Leasing in RCL
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Trust 1996-1. The authority of the Administrative Agent to make deposits to
and withdrawals from the Series 1996-1 Payahead Account is revocable at any
time by the Indenture Trustee until the Outstanding Amount of the Senior Notes
has been reduced to zero, and thereafter by the Lease Trustee. If the
institution at which the Series 1996-1 Collection Account is established is no
longer an Eligible Institution, then the Series 1996-1 Collection Account shall
be moved to an Eligible Institution within 10 Business Days (or such longer
period not to exceed 30 calendar days) as to which each Rating Agency may
consent.
(c) The Administrative Agent shall establish and maintain an
Eligible Account in the name of the Indenture Trustee until the Outstanding
Amount of the Senior Notes has been reduced to zero, and thereafter in the name
of the Lease Trustee, at an Eligible Institution (which initially shall be The
Chase Manhattan Bank) which is designated as the "Series 1996-1 Payments
Account." The Series 1996-1 Payments Account shall be under the sole dominion
and control of the Indenture Trustee, until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter under the sole dominion
and control of the Lease Trustee; provided, that the Administrative Agent may
make deposits to or request the Indenture Trustee to make deposits to or
withdrawals from the Series 1996-1 Payments Account in accordance with Section
5.2(e). All monies deposited from time to time in the Series 1996-1 Payments
Account pursuant to the Indenture and this Series 1996-1 Supplement shall be
made only upon the terms and conditions of the Basic Documents.
Any amounts on deposit in the Series 1996-1 Payments Account
shall be invested by the Indenture Trustee until the Outstanding Amount of the
Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, and
at the direction of Ford Credit and Ford Credit Leasing, in Permitted
Investments with a maturity date no later than the Business Day preceding the
next succeeding Payment Date. No such investment shall be sold prior to
maturity. All investment earnings on amounts deposited to the Series 1996-1
Payments Account, including any proceeds thereof, shall be credited to the
Administrative Agent, and losses, if any, resulting from Permitted Investments
in the Series 1996-1 Payments Account shall be charged to the Administrative
Agent.
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All such investment income shall be reported for federal income tax purposes as
earned by the Administrative Agent. The authority of the Administrative Agent
to make deposits to the Series 1996-1 Payments Account is revocable at any time
by the Indenture Trustee until the Outstanding Amount of Senior Notes has been
reduced to zero, and thereafter by the Lease Trustee. If the institution at
which the Series 1996-1 Payments Account is established ceases to be an
Eligible Institution, then the Series 1996-1 Payments Account shall be moved to
an Eligible Institution within 10 Business Days (or such longer period not to
exceed 30 calendar days as to which each Rating Agency may consent).
Section 5.2 Application and Distribution of Funds. (a) On
each Business Day the Administrative Agent shall deposit Series 1996-1
Collections in the Series 1996-1 Collection Account pursuant to Section 6.2(b)
of the Administrative Agency Agreement; provided, however, for so long as each
Monthly Remittance Condition is satisfied, the Administrative Agent may make
such deposits with respect to each Collection Period on the related
Distribution Date; provided, further, that if such Distribution Date is also a
Payment Date, such deposit shall be made on the Business Day preceding the
related Payment Date.
(b) On each Business Day the Administrative Agent shall
deposit Payaheads with respect to Series 1996-1 Assets in the Series 1996-1
Payahead Account pursuant to Section 6.1(a) of the Administrative Agency
Agreement; provided, however, that for so long as each Monthly Remittance
Condition is satisfied, the Administrative Agent shall not be required to
deposit Payaheads in the Series 1996-1 Payahead Account or to segregate or
otherwise hold separate any Payaheads remitted by Lessees, but shall be
required on each Distribution Date (or on the Business Day preceding such
Distribution Date, if such Distribution Date is a Payment Date) to deposit
Payaheads with respect to any Series 1996-1 Lease for which the related Lessee
has failed to remit all or a portion of the Monthly Payment due during the
preceding Collection Period in the Series 1996-1 Collection Account as a Series
1996-1 Collection in an amount equal to the lesser of (x) the Payahead Balance
outstanding on such Distribution Date with respect to such Series 1996-1 Lease
and (y) the portion of such Monthly Payment not
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received. On the Business Day preceding each Payment Date, the Administrative
Agent shall withdraw all investment income earned on amounts deposited in the
Series 1996-1 Payahead Account during the related Accrual Period and any
proceeds thereof and deposit such amounts in the RCL Account and shall charge
to the RCL Account all losses, if any, resulting from Permitted Investments in
the Series 1996-1 Payahead Account during the related Accrual Period.
(c) In accordance with Section 5.4(a), on the Business
Day preceding each Payment Date, the Administrative Agent shall deposit to, or
withdraw from, the Series 1996-1 Collection Account the Aggregate Net Sale
Proceeds Advances for the preceding Accrual Period.
(d) In accordance with Section 5.4(b), on the Business Day
preceding each Payment Date, the Administrative Agent shall deposit to, or
withdraw from, the Series 1996-1 Collection Account the Aggregate Net Monthly
Payment Advances for the preceding Accrual Period.
(e) On the Business Day preceding each Payment Date, after
making the deposits and withdrawals set forth in Sections 5.2(a), (b), (c) and
(d), the Administrative Agent shall withdraw from the Series 1996-1 Collection
Account an amount equal to (i) the Cash Collateral Deposit Amount and deposit
such amount into the Cash Collateral Account and (ii) the Available Sale
Proceeds and deposit such amount into the Series 1996-1 Payments Account. On
the Business Day preceding each Payment Date, the Administrative Agent shall
charge to the Series 1996-1 Collection Account all losses, if any, resulting
from Permitted Investments in the Series 1996-1 Collection Account during the
related Accrual Period.
(f) On or before the second Business Day preceding each
Payment Date, the Administrative Agent shall prepare and deliver to the
Indenture Trustee, and to the Lease Trustee after the Senior Notes are paid in
full, the Cash Collateral Account Certificate and the Disbursement and Payment
Instructions described in Section 8.3 of the Indenture and Section 2 of the
Lease Trust Paying Agent Agreement.
Section 5.3 RCL Trust 1996-1 Purchase Option. To the extent
that the proceeds received by the Adminis-
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trative Agent from the sale of any Series 1996-1 Leased Vehicle after the
expiration of the related Series 1996-1 Lease exceeds the Residual Value for
such Series 1996-1 Leased Vehicle, RCL Trust 1996-1 will be assumed to have
exercised its option, granted in the Program Operating Lease, to purchase the
beneficial interest in such Series 1996-1 Leased Vehicle at the RCL Purchase
Option Price, and to have caused the Administrative Agent to have subsequently
sold the beneficial interest in such Series 1996-1 Leased Vehicle on behalf of
RCL Trust 1996-1 for an amount equal to the proceeds from such sale. Such
assumption with respect to the beneficial interest in any Series 1996-1 Leased
Vehicle shall be rebutted upon receipt of written direction from the RCL
Trustee that RCL Trust 1996-1 has not exercised its option to purchase the
beneficial interest in such Series 1996-1 Leased Vehicle. On each Business Day
the Administrative Agent shall deposit any Transferor Purchase Option Net
Proceeds with respect to the Series 1996-1 Leased Vehicles into (i) the Cash
Collateral Account, until the aggregate cumulative amount of Transferor
Purchase Option Net Proceeds deposited in the Cash Collateral Account equals
$____________ and (ii) thereafter, into the RCL Account and any Transferor
Purchase Option Net Proceeds so deposited shall be property of RCL Trust
1996-1; provided, however, for so long as each Monthly Remittance Condition is
satisfied, the Administrative Agent may make such deposits with respect to each
Collection Period on the related Distribution Date; provided, further, that if
such Distribution Date is also a Payment Date, such deposit shall be made on
the Business Day preceding the related Payment Date.
Section 5.4 Sale Proceeds Advances and Monthly Payment
Advances. (a) On the Business Day preceding each Payment Date, the
Administrative Agent shall make a Sale Proceeds Advance with respect to each
Series 1996-1 Leased Vehicle with respect to which the related Scheduled Lease
End Date has occurred in the related Accrual Period and the related Sale
Proceeds have not been deposited in the Series 1996-1 Collection Account.
(b) On the Business Day preceding each Payment Date, the
Administrative Agent shall make Monthly Payment Advances with respect to each
overdue Monthly Payment, determined as of the end of the related Accrual
Period, for all Series 1996-1 Leases (other than Liquidated
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Leases) in accordance with Section 6.3 of the Administrative Agency Agreement.
(c) The Administrative Agent shall be reimbursed for any
outstanding Monthly Payment Advances and Sale Proceeds Advances with respect to
a Series 1996-1 Lease as follows:
first, by retaining any subsequent Collections with respect to the
related Series 1996-1 Lease or the related Series 1996-1 Leased
Vehicle;
second, by retaining Collections with respect to other Series 1996-1
Leases and Series 1996-1 Leased Vehicles; and
third, from a draw on the Cash Collateral Account after the
Outstanding Amount of the Senior Notes, the Outstanding Amount of the
Subordinated Notes and the Aggregate Certificate Balance each have
been reduced to zero.
Section 5.5 Administrative Purchases. Notwithstanding the
provisions of Section 4.7 of the Administrative Agency Agreement permitting the
deposit of Administrative Purchase Amounts on the Distribution Date, the
Administrative Agent, on behalf of the Holders of Exchangeable Beneficial
Certificates, shall deposit in the Series 1996-1 Collection Account, on the
Business Day preceding each Payment Date, the Administrative Purchase Amount
for each Series 1996-1 Leased Vehicle or Series 1996-1 Lease which has been the
subject of a breach of any of the covenants set forth in Sections 4.2, 4.5 or
4.6 of the Administrative Agency Agreement during the immediately preceding
Collection Period.
ARTICLE VI
REPORTS TO CERTIFICATEHOLDERS
Section 6.1 Statements to Certificateholders. (a) On each
Distribution Date, Comerica shall include with each distribution to each Holder
of a Series 1996-1 Certificate, the information required to be delivered
pursuant to Section 6.4(b) of the Administrative Agency Agreement.
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(b) In addition to the information delivered pursuant to
Section 6.1(a), the Administrative Agent shall provide to Comerica, and
Comerica shall provide to each Holder of a Series 1996-1 Certificate the
following information in connection with each Payment Date:
(i) the Series 1996-1 Credit Loss with respect to
the preceding Accrual Period; and
(ii) the Series 1996-1 Residual Loss with respect to
the preceding Accrual Period.
ARTICLE VII
OPTIONAL PURCHASE
Section 7.1 Optional Purchase of Series 1996-1 Certificates.
On any Payment Date following the last day of a Collection Period as of which
the Series 0000-0 Xxxxx Amount, as a percentage of the initial Series 1996-1
Asset Amount as of the Series 1996-1 Cut-Off Date, is less than 10%, the
Administrative Agent shall have the option to purchase the Series 1996-1
Certificates; provided, however, that the Administrative Agent may not effect
any such purchase (i) so long as the rating on the Administrative Agent's
long-term debt obligations is less than Baa3 by Xxxxx'x Investors Service Inc.
unless Comerica shall have received an Opinion of Counsel to the effect that
such purchase would not constitute a fraudulent conveyance and (ii) unless the
Series 0000-0 Xxxxx Amount is equal to or greater than the sum of the
Outstanding Amount of the Senior Notes, the Outstanding Amount of the
Subordinated Notes and the Aggregate Certificate Balance of the Lease Trust
Certificates plus accrued interest in each case to the Payment Date of
redemption or prepayment, as applicable. To exercise such option, the
Administrative Agent shall give Comerica and the Holders of the Series 1996-1
Certificates (which for such purposes shall be the Lease Trustee, and prior to
the Payment Date on which the Outstanding Amount of the Senior Notes has been
reduced to zero, the Indenture Trustee) at least forty-five days prior written
notice of the Payment Date on which the Administrative Agent intends to
exercise such option, and shall, on the Business Day preceding such Payment
Date, deposit to the Series 1996-1 Collection Account an amount in immediately
available funds equal to the Series 0000-0 Xxxxx Amount as of
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the last day of the Related Collection Period plus one month's interest thereon
calculated at the weighted average Retail Operating Lease Factor of such Series
1996-1 Assets. Following such optional purchase, the Administrative Agent
shall be the Holder of the Series 1996-1 Certificates. At the request of the
Administrative Agent, Ford Credit Leasing shall purchase a 2% share of the
Series 1996-1 Certificates and thereupon shall be a Holder thereof.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Provision of Information. The Administrative
Agent shall provide such information, reports, certificates and instructions as
is required pursuant to the Basic Documents requested from time to time by the
Holders of the Series 1996-1 Certificates for the purpose of making
distributions with respect to such Series 1996-1 Certificates or with respect
to payment on any securities based on such Series 1996-1 Certificates.
Section 8.2 Ratification of Administrative Agency Agreement.
As supplemented by this Supplement, the Administrative Agency Agreement is in
all respects ratified and confirmed and the Administrative Agency Agreement as
so supplemented by this Supplement shall be read, taken and construed as one
and the same instrument.
Section 8.3 Actions on Behalf of the Lease Trust. The
Administrative Agent hereby accepts the authorization granted pursuant to
Section 12.12 of the Lease Trust Agreement, and agrees that it shall prepare
and execute on behalf of the Lease Trust all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Lease
Trust to prepare, file or deliver pursuant to the Basic Documents. In
addition, the Administrative Agent shall maintain the books and records
required by Section 11.2 of the Lease Trust Agreement and, so long as the lien
of the Indenture is outstanding, shall forward to the Indenture Trustee all
notices, documents or reports to be delivered to the Lease Trustee.
Section 8.4 Insurance Policies. So long as any Series 1996-1
Certificates are outstanding, the
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Administrative Agent will maintain insurance (including self-insurance provided
by Ford Credit or any of its Affiliates) with respect to third party claims
which may be raised with respect to the Series 1996-1 Leased Vehicles, FCTT or
Comerica, in such amounts as it deems reasonable and prudent. The
Administrative Agent covenants and agrees to pay when due any and all premiums
for such insurance. The Administrative Agent covenants and agrees that it
shall not amend, terminate or cause the termination of any of its contingent
and excess liability Insurance Policies unless (A) after giving effect to such
amendment or termination, there remains coverage in an aggregate amount of $25
million per claim (up to $5 million of which may be self-insurance provided by
Ford Credit or any of its Affiliates) against third party claims that may be
raised with respect to any Series 1996-1 Leased Vehicle or against FCTT or
Comerica, such coverage being subject to an annual aggregate cap for all claims
in an amount of at least $50 million (which coverage may be a blanket insurance
policy or policies covering the Administrative Agent and one or more of its
Affiliates) or (B) each Rating Agency has delivered a letter to the Indenture
Trustee (for so long as the Outstanding Amount of the Senior Notes is greater
than zero) or to the Lease Trustee (after the Outstanding Amount of the Senior
Notes has been reduced to zero) to the effect that the amendment or termination
of any such Insurance Policy, in and of itself, will not cause the rating of
any of the Senior Notes or Lease Trust Certificates to be reduced or withdrawn.
The obligations of the Administrative Agent pursuant to this Section 8.4 shall
survive any termination of the Administrative Agent's obligations with respect
to the Series 1996-1 Leases and Series 1996-1 Leased Vehicles under this
Supplement or the Agreement.
Section 8.5 Third Party Beneficiary. Each of the Lease
Trustee, the RCL Trustee and the Indenture Trustee shall be a third-party
beneficiary of this Supplement and shall be entitled to rely on the Obligations
of the Administrative Agent set forth herein as if each of them was a party
hereto.
Section 8.6 Holders of the Series 1996-1 Certificates. (a)
Unless otherwise specified in this Section 8.6 or in the applicable Basic
Document, the Lease Trust and RCL Trust 1996-1 (and, following the execution
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of the RCL Assignment Agreement, Ford Credit Leasing) shall each be the
"Holder" of the Series 1996-1 Certificates and the "Beneficiary" with respect
to Series 1996-1. For purposes of Section 5.2(c) of the FCTT Agreement, the
Lease Trust and RCL Trust 1996-1 shall each be a Holder, but for so long as the
Senior Notes, the Subordinated Notes and Lease Trust Certificates are
outstanding, all amounts paid to "Holders" of the Series 1996-1 Certificates
shall be deposited in the Series 1996-1 Collection Account.
(b) The Holder of the Series 1996-1 Certificates and the
Beneficiary of Series 1996-1 shall be the Lease Trust for the purposes of (i)
with respect to the FCTT Agreement, Sections 3.5, 3.6(c), the third sentence of
Section 7.1(a), and Section 7.1(b) and (ii) with respect to the Administrative
Agency Agreement, Sections 4.4(g) (if the Administrative Agent has been
terminated under Section 7.1(a)), 4.7, the last paragraph of Section 7.1(a),
7.3(a) (if the Administrative Agent has been terminated under Section 7.1(a)),
7.6 and 8.2; provided, that with respect to the third sentence of Section
4.3(f), the third sentence of Section 7.1(a), Section 7.1(b) and the second
sentence of Section 9.1 and Section 7.1(b) of the FCTT Agreement and Section
8.2 of the Administrative Agency Agreement, the Indenture Trustee shall, until
the Outstanding Amount of the Senior Notes has been reduced to zero, have a
lien on the Certificates of Title of all Series 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.
(c) The Holder of the Series 1996-1 Certificates and the
Beneficiary of Series 1996-1 shall be the Indenture Trustee, the Lease Trust
and RCL Trust 1996-1 (and, following the execution of the RCL Assignment
Agreement, Ford Credit Leasing) for the purposes of (i) Sections 6.11(a) of the
FCTT Agreement and (ii) Sections 2.2(c), 2.4, 4.1, 4.4(f), 4.6, 4.12,
7.1(a)(i), 7.1(a)(ii) and 7.2 of the Administrative Agency Agreement.
(d) The Holder of the Series 1996-1 Certificates and the
Beneficiary of Series 1996-1 shall be the Lease Trust and the Indenture Trustee
for the purposes of (i) Section 9.8 of the FCTT Agreement and (ii) Section
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8.9 and 7.1(a)(iii) of the Administrative Agency Agreement.
(e) For as long as the Senior Notes, Subordinated Notes and
Lease Trust Certificates are outstanding, each Holder of a Series 1996-1
Certificate or Beneficiary of Series 1996-1 shall exercise its respective
rights as Holder and Beneficiary only in accordance with the provisions of the
Basic Documents.
(f) To the extent that a "Holder" or "Beneficiary" is
deemed to refer to more than a single Person pursuant to this Section 8.6 or
any other provision of any Basic Document, actions or directions to be taken by
such Holder or Beneficiary shall be taken only by written directions delivered
by both such Persons.
Section 8.7 Demand Notes. In connection with the
capitalization of Ford Credit Leasing, RCL Trust 1996-1 and the Lease Trust,
Ford Credit has issued to each of Ford Credit Leasing and RCL Trust 1996-1
certain promissory notes allowing the payees thereunder to receive certain sums
upon demand, and Ford Credit hereby covenants to deliver prompt written notice
to each Rating Agency in the event that any payment of principal is made to any
holder of any such promissory notes.
Section 8.8 Counterparts. This Supplement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.
Section 8.9 Notices. All directions, notices and
instructions to the Trustee shall be in writing (which may be facsimile).
Section 8.10 Headings. The headings of the various Articles
and Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.
SECTION 8.11 GOVERNING LAW. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES
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OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
COMERICA BANK, as trustee of Ford
Credit Titling Trust
By: ___________________________
Name:
Title:
FORD MOTOR CREDIT COMPANY,
as Administrative Agent
and initial Beneficiary of
Ford Credit Titling Trust
By: ___________________________
Name: Xxxxxx X. Xxxxx
Title: Secretary
FORD CREDIT LEASING COMPANY, INC.,
as initial Beneficiary of Ford
Credit Titling Trust
By: ___________________________
Name:
Title:
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EXHIBIT A
[SCHEDULE OF SERIES 1996-1 LEASES
AND SERIES 1996-1 LEASED VEHICLES]
A-1
26
EXHIBIT B
[FORM OF SERIES 1996-1 CERTIFICATE]
FORD CREDIT TITLING TRUST
SERIES 1996-1 SPECIFIED BENEFICIAL CERTIFICATE
No. __
evidencing a fractional undivided interest in the Series 1996-1 Assets (as
defined below).
(This Series 1996-1 Specified Beneficial Certificate does not represent an
interest in or obligation of Ford Motor Credit Company, Ford Credit Leasing
Company, Inc., or Comerica Bank or any of their respective affiliates, except
to the extent described below.)
THIS CERTIFIES THAT ______ is the registered owner of a
nonassessable, fully-paid, __% fractional undivided interest in the Series
1996-1 Assets deposited in Ford Credit Titling Trust ("FCTT").
FCTT was created pursuant to an Amended and Restated Trust
Agreement, dated as of January 31, 1994 (as amended and supplemented from time
to time, the "FCTT Agreement"), by and among Ford Motor Credit Company ("Ford
Credit") and Ford Credit Leasing Company, Inc. ("Ford Credit Leasing") as
grantors and initial beneficiaries (in their capacities as grantors, each a
"Grantor" and collectively, the "Grantors" and in their capacity as
beneficiaries, each a "Beneficiary" and collectively, the "Beneficiaries") and
Comerica Bank, as trustee ("Comerica"). A summary of certain of the pertinent
provisions of the FCTT Agreement is set forth below.
This Certificate is one of a duly authorized Series of
Specified Beneficial Certificates (as defined below). This Certificate is
issued under and is subject to the terms, provisions and conditions of the FCTT
Agreement, the Administrative Agency Agreement, dated January 31, 1994 (the
"Administrative Agency Agreement") and the Series 1996-1 Supplement, dated as
of November __, 1996, among Ford Credit and Ford Credit Leasing, and First
Union National
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Bank (the "RCL Trustee"), as trustee for RCL Trust 1996-1 (the "Supplement"),
to which FCTT Agreement, Administrative Agency Agreement and Supplement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Supplement.
The property of FCTT consists of the FCTT Assets (the "FCTT
Assets"), which includes cash and any amounts on deposit in the FCTT Collection
Account, certain retail lease contracts for automobiles and light-duty trucks
("Leases") and the proceeds thereof, the automobiles and light-duty trucks (the
"Leased Vehicles") which are subject to the Leases and the proceeds thereof
including the proceeds from the sale of the Leased Vehicles to third parties,
certificates of title or other evidence of ownership of a Leased Vehicle, the
benefits of certain insurance policies, certain other properties and rights,
including, but not limited to, certain rights of recourse, relating to the
Leases and the Leased Vehicles and all proceeds of the foregoing, all as more
fully described in the FCTT Agreement. Ownership of the FCTT Assets was
initially represented by "Exchangeable Beneficial Certificates."
Under the FCTT Agreement from time to time the Holders of
Exchangeable Beneficial Certificates may direct Comerica to issue to such
Holders of the Exchangeable Beneficial Certificates a series of certificates
("Specified Beneficial Certificates") representing a beneficial interest in
certain specified Leased Vehicles, Leases and related FCTT Assets (such assets,
the "Series Specified Assets"). Upon the issuance of such Specified Beneficial
Certificates, the beneficial interest in FCTT and the FCTT Assets represented
by the Exchangeable Beneficial Certificate shall be reduced by the amount of
the FCTT Assets represented by such Specified Beneficial Certificates. This
Certificate was issued pursuant to the Supplement which identified certain
Series Specified Assets therein (the "Series 1996-1 Assets").
Under the Series 1996-1 Supplement, there shall be distributed
on each Business Day, or so long as each Monthly Remittance Condition has been
satisfied, on the 15th day of each month or, if such day is not a Business Day,
the next Business Day (each, a "Distribution Date")(or if such Distribution
Date is a Payment Date, on the Business Day pre-
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ceding such Distribution Date), commencing November 15, 1996 to the Person in
whose name this Certificate is registered such Holder's fractional undivided
interest in the amount on deposit in the Series 1996-1 Collection Account.
Distributions on this Certificate shall be made as provided in the FCTT
Agreement and the Supplement.
The FCTT Agreement may be amended by the Holders of the
Exchangeable Beneficial Certificates and Comerica without the consent of any
Holder of any Specified Beneficial Certificates at any time; provided, however,
that such action shall not, (w) amend Section 4.3(c)(x) of the FCTT Agreement
to reduce the percentage of the Aggregate FCTT Asset Amount that is required to
consist of Non-Specified Assets or Section 4.3(g) of the FCTT Agreement to
reduce the percentage of FCTT required to consist of Non-Specified Assets, (x)
as evidenced by an Opinion of Counsel, materially and adversely affect the
interests of any Holder of an outstanding Specified Beneficial Certificate
(unless each such Holder has consented thereto), (y) as confirmed by each
nationally recognized statistical rating agency which is then rating securities
based on such Specified Beneficial Certificates, cause the then current rating
assigned to such securities to be withdrawn or reduced or (z) as evidenced by
an Opinion of Counsel, cause FCTT to be classified as an association (or
publicly traded partnership) taxable as a corporation for federal income tax
purposes.
Each Beneficiary, by acceptance of a Certificate, covenants
that for a period of one year and one day after payment in full of all
distributions to all Beneficiaries of Specified Beneficial Certificates
pursuant to the terms of the FCTT Agreement, it will not institute against, or
join any Person in instituting against, Ford Credit Leasing or FCTT any
bankruptcy, reorganization, insolvency or liquidation proceeding, or other
similar proceeding, under the laws of the United States without the consent of
100% of the Holders of Specified Beneficial Certificates (excluding Ford Credit
Leasing, RCL, or any of their Affiliates).
Comerica shall keep the certificate register with respect to
this Certificate, and the Holder of this Certificate shall notify Comerica of
any change of address or instructions on the distribution of funds.
The FCTT Agreement (other than Section 2.6) and FCTT shall
terminate and be of no further force or effect on
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the earlier of: (i) the final distribution by Comerica of all moneys or other
property constituting FCTT Assets; (ii) the Bankruptcy, insolvency or
termination of Ford Credit Leasing. With respect to Series Specified Assets,
FCTT shall be deemed terminated solely with respect to such assets upon the
Bankruptcy, insolvency or termination any Holder of the related Specified
Beneficial Certificates or the Bankruptcy, insolvency or termination of any
initial transferee of any Specified Beneficial Certificates from the Holders of
the Exchangeable Beneficial Certificates or upon the occurrence of such other
events as may be specified in the related Supplement. Upon such termination of
FCTT with respect to any Series Specified Assets, Comerica shall distribute to
Holders of the related Specified Beneficial Certificates all related Series
Specified Assets by causing the Certificates of Title of the related Specified
Leased Vehicles to be reregistered in the name of, or at the direction of, such
Holders. The FCTT Agreement and FCTT may also terminate at the express written
direction of the Holders of the Exchangeable Beneficial Certificates so long as
no Series of Specified Beneficial Certificates are outstanding.
Notwithstanding the foregoing, in no event, however, shall FCTT continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx Xxxxx Xxxxx, currently residing in Clarkston, Michigan,
living on the date of the FCTT Agreement. Upon termination of FCTT, Comerica
shall distribute (i) to each Holder of a Specified Beneficial Certificate its
interest in the related Series Specified Assets and (ii) to the Holders of the
Exchangeable Beneficial Certificates their respective interests in the
Non-Specified Assets by causing the Certificates of Title to be reregistered in
the name of, or at the direction of, the Holder.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF MICHIGAN, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Unless this Certificate shall have been executed by a
Responsible Officer, this Certificate shall not entitle the Holder thereof to
any benefit under the FCTT Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, Comerica, on behalf of FCTT and not in its
individual capacity, has caused this Series 1996-1 Specified Beneficial
Certificate to be duly executed.
FORD CREDIT TITLING TRUST
COMERICA BANK,
not in its individual
capacity but solely as
trustee
Dated: November __, 1996
By:___________________________
Name:
Title:
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FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns unto
__________ the within Series 1996-1 Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing ___________ as Attorney to
transfer said Series 1996-1 Certificate on the books of the FCTT Registrar,
with full power of substitution in the premises.
Dated: November __, 1996 By:
_________________________
B-6
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EXHIBIT C
[Form of Lease]
C-1
