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EXHIBIT 10.6
[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 __, 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.
________________________________________________________________________________
AGREEMENT
dated as of November __, 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
Page
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 . . . . . . . . . . . . . . . . . . . . . . . . . .
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
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
Section 6.1 Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . 9
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Page
Section 6.2 Program Lessee's Rights . . . . . . . . . . . . . . . . . . . 9
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 . . . . . . . . 10
Section 6.5 Deposits to Cash Collateral Account in Respect of
Subordinated Notes . . . . . . . . . . . . . . . . . . . . 11
Section 6.6 Application of Subordinated Note Payments . . . . . . . . . 11
ARTICLE VII
LIENS; LOCATION AND INSPECTION
Section 7.1 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7.2 Change of Location . . . . . . . . . . . . . . . . . . . . . 12
Section 7.3 Inspection and Information . . . . . . . . . . . . . . . . 12
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 . . . . . . . . . . . . . . . . . . 14
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Page
ARTICLE XI
REMEDIES
Section 11.1 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 11.2 No Release . . . . . . . . . . . . . . . . . . . . . . . . 17
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 . . . . . . . . . . . . . . . . . . . . . 18
Section 12.2 Program Lessor's Consent to Assignment
by Program Lessee . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE XIII
MISCELLANEOUS
Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 19
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 . . . . . . . . . . . . . . . . . . . . . . . . . 22
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 __, 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) In order to assure that each
Required Interest Payment and Additional Payment is made on or prior to each
Payment Date, the Program Lessee shall establish and maintain an account (the
"Cash Collateral Account") at an Eligible Institution 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. 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, and at the direction of
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Ford Credit and Ford Credit Leasing, in Cash Collateral Account Investments.
All investment earnings on amounts deposited to the Cash Collateral Account
shall be credited to the Cash Collateral Account, and losses, if any, 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).
(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, resulting from Permitted Investments
in the Certificate Distribution Account, into the Cash Collateral Account;
(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 preced-
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ing 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 $______.
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).
(e) Any Cash Collateral Account Property remaining at the end of the Lease
Term, after payment in full of all Required Interest Payments and Additional
Payments due hereunder and after payment in full to the Administrative Agent of
all outstanding Monthly Payment Advances and Sale Proceeds Advances pursuant to
Section 5.4 of the Series 1996-1 Supplement, shall be released to the Program
Lessee.
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 (other than the
obligation to make any further or past due Required Interest Payments or
Additional Payments hereunder) have been paid in full, 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 any further or past due
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Required Interest Payments or Additional Payments hereunder.
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 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;
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(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;
(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.
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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).
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
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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 accounts 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
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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.
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 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 shall 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.
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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
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
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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 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, 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 each Distribution Date (or on the
Business Day preceding such Distribution Date, if such Distribution Date is a
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
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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 $_________. To
the extent that the aggregate cumulative amount deposited in the Cash
Collateral Account in respect of Transferor Purchase Option Net Proceeds equals
$______, any Transferor 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
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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;
(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;
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(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 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
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
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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 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.
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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.
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
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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.
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: Trust Department
with a copy to:
First Union National Bank of North Carolina
000 Xxxxx Xxxxx Xxxxxx XXX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx xx Xx 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
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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 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 Re-
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quired 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 (including, 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 prohi-
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bition 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.
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
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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
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;
provided, however, that PNC Bank, Delaware (or any such successor Lease
Trustee) shall be personally liable hereunder for its own gross negligence or
willful misconduct or for its breach of its covenants, representations and
warranties contained herein, to the extent covenanted or made in its individual
capacity.
(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; provided, however, that First Union Bank
of Delaware (or any such successor RCL Trustee) shall be personally liable
hereunder for its own gross negligence or willful misconduct or for its breach
of its covenants, representations and warran-
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ties contained herein, to the extent covenanted or made in its individual
capacity.
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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: __________________________________
Name:
Title:
PNC BANK, DELAWARE, not in its individual
capacity, but solely as trustee of Ford
Credit Auto Lease Trust 1996-1, as Program
Lessor
By: __________________________________
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
30
Receipt of this original counterpart of this Program Operating Lease is
hereby acknowledged on this ____ day of November, 1996.
By: THE CHASE MANHATTAN BANK, not
in its individual capacity but solely as
Indenture Trustee
By: _________________________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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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 $______ 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
