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EXHIBIT 10.8
TRANSFER AGREEMENT
dated as of
[ ], 2000
between
RCL TRUST 2000-1,
as Transferor,
and
THE BANK OF NEW YORK (DELAWARE)
as Trustee of
Ford Credit Auto Lease Trust 2000-1,
as Transferee
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TABLE OF CONTENTS
Page
Section 1. Definitions.......................................................1
Section 2. Transfer of Series 2000-1 Certificates............................1
Section 3. Transferor's Warranty; Reservation of Security Interest...........2
Section 4. Assignment of Rights..............................................3
Section 5. Waivers...........................................................3
Section 6. Confidential Information..........................................3
Section 7. Counterparts......................................................3
Section 8. Signature Constitutes Acceptance..................................3
Section 9. No Petition.......................................................3
Section 10. Headings..........................................................4
Section 11. Governing Law.....................................................4
Section 12. Rights and Benefits...............................................4
Section 13. Submission of Jurisdiction........................................4
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TRANSFER AGREEMENT, dated as of [ ], 2000, between RCL TRUST
2000-1, as Transferor (the "Transferor"), and THE BANK OF NEW YORK (DELAWARE),
acting not in its individual capacity but solely as trustee of Ford Credit Auto
Lease Trust 2000-1, as Transferee (the "Transferee").
WHEREAS, the Series 2000-1 Certificates have been contributed
to the Transferor;
WHEREAS, the Transferor and the Transferee wish to set forth
the terms pursuant to which the Series 2000-1 Certificates are to be transferred
by the Transferor to the Transferee; and
WHEREAS, immediately following such transfer, the Transferee
intends first to grant to The Chase Manhattan Bank, in its capacity as Indenture
Trustee under the Indenture dated as of [ ], 2000 entered into with the
Transferee, a security interest in the Series 2000-1 Certificates and then,
subject to such security interest, grant to the Transferor the right to the use
of, and proceeds from, the Series 2000-1 Certificates for the term set forth in,
and pursuant to the terms and conditions of, the Program Operating Lease between
the Transferee and the Transferor.
NOW, THEREFORE, the Transferor and the Transferee agree as
follows:
Section 1. Definitions. Whenever used in this Agreement
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.
"Agreement" means this Transfer Agreement.
"Transfer Price" means $[ ], which is the aggregate
Securitization Value of the Series 2000-1 Assets as of the Initial Series 2000-1
Cut-Off Date net of any purchase discount and underwriting commissions with
respect to the issuance and sale of the Senior Notes and the Lease Trust
Certificates.
Section 2. Transfer of Series 2000-1 Certificates. (a) In
consideration of the Transfer Price paid by the Transferee to the Transferor,
and other good and valuable consideration, receipt of which is hereby
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acknowledged, the Transferor does hereby grant, convey, bargain, assign,
transfer, deliver, and set over to the Transferee, its successors and assigns,
all of the Transferor's right, title and interest in and to the Series 2000-1
Certificates, to have and to hold the same unto the Transferee, its successors
and assigns, forever.
(b) An amount equal to the Transfer Price payable by delivery
of (1) the Class A-1 ____% Asset Backed Senior Notes of the Transferee with a
principal balance of $_________, (2) the Class A-2 ____% Asset Backed Senior
Notes of the Transferee with a principal balance of $_________, (3) the Class
A-3 ____% Asset Backed Senior Notes of the Transferee with a principal balance
of $_________, (4) the Class A-4 ____% Asset Backed Senior Notes of the
Transferee with a principal balance of $_________, (5) the Class A-5 ____% Asset
Backed Senior Notes of the Transferee with a principal balance of $_________,
(6) the ____% Asset Backed Subordinated Notes of the Transferee with a principal
balance of $_________ and (7) the ____% Asset Backed Lease Trust Certificates of
the Transferee with a principal balance of $_________, shall be paid by the
Transferee to the Transferor on the Closing Date.
(c) The Transferor agrees to pay on behalf of the Transferee
expenses consisting of accounting, printing and rating agency fees incurred in
connection with the offering of the Senior Notes and the Lease Trust
Certificates by the Transferee, such amounts to be treated as a contribution by
the Transferor to the Transferee.
Section 3. Transferor's Warranty; Reservation of Security
Interest. (a) The Transferor does hereby warrant to the Transferee, its
successors and assigns that (i) it is the true and lawful owner of the Series
2000-1 Certificates and has the legal right to transfer the Series 2000-1
Certificates; (ii) it has good and valid title to the Series 2000-1 Certificates
and that the Series 2000-1 Certificates are on the date hereof free and clear of
all Liens; (iii) good, valid and indefeasible title to the Series 2000-1
Certificates is hereby conveyed to the Transferee; and (iv) the Transferor will
warrant and defend such title against the claims of all Persons.
(b) To the extent that the conveyance of the Series 2000-1
Certificates hereunder is characterized by a court of competent jurisdiction or
similar Governmental Authority as a financing, it is intended by the Transferor
and the Transferee that the interest conveyed hereunder constitute a grant of a
security interest under the UCC as in effect in the State of New York by the
Transferor to the Transferee to secure a loan by the Transferee of the Transfer
Price to the Transferor. The Transferor hereby grants to the Transferee a first
priority security interest in and against all of the Transferor's right, title
and interest in and to the Series 2000-1 Certificates. To the extent that the
conveyance of the Series 2000-1 Certificates hereunder is characterized by a
court or similar Governmental Authority of competent
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jurisdiction as a financing, the parties hereto agree that this Agreement
constitutes a "security agreement" under all applicable laws.
Section 4. Assignment of Rights. The Transferor hereby
assigns, transfers and sets over unto the Transferee all of the Transferor's
right, title and interest in and to the Asset Contribution Agreement, including,
without limitation, all rights of the Transferor, as Holder of the Series 2000-1
Certificates, under the Administrative Agency Agreement and the Series 2000-1
Supplement. Such transfer and assignment includes, without limitation, all
rights, powers and remedies of the Transferor under the Asset Contribution
Agreement and as Holder of the Series 2000-1 Certificates, including any rights
to indemnity or other payments thereunder.
Section 5. Waivers. No failure or delay on the part of the
Transferee in exercising any power, right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or remedy preclude any other or further exercise thereof or
the exercise of any other power, right or remedy.
Section 6. Confidential Information. The Transferee agrees
that it will neither use nor disclose to any person the names and addresses of
the Lessees under the Series 2000-1 Leases and Series 2000-1 Leased Vehicles,
except in connection with the enforcement of the Transferee's rights hereunder,
under the Administrative Agency Agreement or as required by law.
Section 7. Counterparts. This Agreement 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. Signature Constitutes Acceptance. By signing this
Agreement, the Transferee hereby acknowledges receipt of and accepts the Series
2000-1 Certificates and the Transferor hereby acknowledges receipt of the
Transfer Price thereof.
Section 9. No Petition. Each of the Transferee and the RCL
Trustee hereunder hereby covenants that for a period of one year and one day
after payment in full of all distributions to all Holders of the Senior Notes
pursuant to the terms of the Indenture and the Lease Trust Agreement, it will
not institute against, or join any Person in instituting against the Transferor
or any Titling Company any bankruptcy, reorganization, insolvency or liquidation
proceeding, or other similar proceeding,
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under the laws of the United States or any state of the United States.
Section 10. Headings. The headings of the various Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
SECTION 11. GOVERNING LAW. THIS AGREEMENT 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 12. Rights and Benefits. The Transferee, in acting
hereunder, is entitled to all of the rights, benefits, privileges, immunities,
protections and indemnities extended to the Lease Trustee in the Lease Trust
Agreement.
Section 13. Submission of Jurisdiction. The Transferee hereby
submits to the nonexclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date and year first above written.
RCL TRUST 2000-1
By: FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION,
not in its individual capacity but solely as
trustee of RCL Trust 2000-1, as Transferor
By:
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Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
THE BANK OF NEW YORK (DELAWARE), not in its
individual capacity but solely as trustee of
Ford Credit Auto Lease Trust 2000-1, as
Transferee
By:
-----------------------------------------
Name:
Title:
