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EXHIBIT 10.7
LEASE TRUST PAYING AGENT AGREEMENT
dated as of
November __, 1996
between
PNC BANK, DELAWARE,
as Trustee of Ford Credit Auto Lease Trust 1996-1,
and
THE CHASE MANHATTAN BANK,
as Lease Trust Paying Agent
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LEASE TRUST PAYING AGENT AGREEMENT, dated as of November __,
1996 (this "Agreement"), between PNC BANK, DELAWARE, acting not in its
individual capacity, but solely as trustee of Ford Credit Auto Lease Trust
1996-1 (the "Lease Trustee") and THE CHASE MANHATTAN BANK, as Lease Trust
Paying Agent (the "Lease Trust Paying Agent").
WHEREAS, the Lease Trust has issued the Subordinated Notes and
a portion of the Lease Trust Certificates to RCL Trust 1996-1 pursuant to the
Transfer Agreement and has issued the remaining Lease Trust Certificates to
certain institutional investors pursuant to the Lease Trust Agreement;
WHEREAS, RCL Trust 1996-1 has pledged the Subordinated Notes
to the Lease Trustee to secure its obligations to the Lease Trustee under the
Program Operating Lease and to the Indenture Trustee to secure the Lease
Trustee's obligations under the Indenture;
WHEREAS, pursuant to the Program Operating Lease, RCL Trust
1996-1 has agreed to deposit into the Cash Collateral Account all amounts paid
to it in respect of principal and interest on the Subordinated Notes (net of
amounts paid pursuant to Section 6.6 of the Program Operating Lease);
WHEREAS, The Chase Manhattan Bank has been appointed Lease
Trust Paying Agent pursuant to Section 3.9 of the Lease Trust Agreement; and
WHEREAS, the Lease Trustee and the Lease Trust Paying Agent
desire to set forth the terms pursuant to which the Lease Trust Paying Agent
shall deposit into the Cash Collateral Account any payments of principal and
interest on the Subordinated Notes and make payments to the Lease Trust
Certificateholders of interest and principal on the Lease Trust Certificates.
NOW, THEREFORE, the parties hereto hereby 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 the Lease Trust Agreement or in Appendix A attached
hereto.
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To the extent that the definitions set forth herein conflict with the
definitions set forth in the Lease Trust Agreement or in Appendix A, or
incorporated by reference therein, the definitions set forth herein shall be
controlling.
"Cash Collateral Account Statement" has the meaning set forth
in Section 2(a).
"Disbursement and Payment Instructions" has the meaning set
forth in Section 2(b).
Section 2. Cash Collateral Account Certificate; Disbursement
and Payment Instructions. (a) On the second Business Day preceding each
Payment Date, the Lease Trustee shall cause the Administrative Agent, on behalf
of the Lease Trust, to deliver to the Lease Trustee and the Lease Trust Paying
Agent, a certificate (the "Cash Collateral Account Certificate") setting forth
the following information with respect to such Payment Date:
(i) the Series 1996-1 Administrative Agent Fee for
the preceding Accrual Period;
(ii) the Required Interest Payment;
(iii) the Cash Collateral Amount on the Business Day
preceding such Payment Date; and
(iv) the Cash Collateral Required Draw Amount and
the Cash Collateral Additional Draw Amount.
(b) On the second Business Day preceding each Payment Date,
the Lease Trustee shall cause the Administrative Agent, on behalf of the Lease
Trust, to deliver to the Lease Trustee and the Lease Trust Paying Agent a
certificate (the "Disbursement and Payment Instructions") including the
following information with respect to such Payment Date, the related Accrual
Period and Series 1996-1:
(i) the Available Funds;
(ii) the Certificate Distribution Draw Amount;
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(iii) the amount of interest accrued (including any
overdue interest) on the Subordinated Notes during the preceding
Interest Accrual Period, the amount of interest on any defaulted
interest at the Subordinated Note Interest Rate, the amounts payable
with respect to such interest (net of amounts paid pursuant to
Section 6.6 of the Program Operating Lease), and any resulting
shortfall (separately stated);
(iv) the amount of interest accrued (including any
overdue interest) on the Lease Trust Certificates during the preceding
Interest Accrual Period, the amount of interest on any defaulted
interest at the Certificate Rate, the amounts payable with respect to
such interest, and any resulting shortfall (separately stated);
(v) the Series 1996-1 Administrative Fee;
(vi) the amount, if any, to be distributed to the
Lease Trust Paying Agent for payment of principal of the Subordinated
Notes (net of any amounts paid pursuant to Section 6.6 of the Program
Operating Lease) in accordance with the terms thereof; and
(vii) the amount, if any, to be deposited into the
Certificate Distribution Account for payment in reduction of the
Aggregate Certificate Balance of the Lease Trust Certificates in
accordance with the terms thereof.
(c) Neither the Lease Trustee nor the Lease Trust Paying
Agent shall have any duty or obligation to verify or confirm the accuracy of
any of the information or numbers set forth in any of the certificates required
to be delivered to the Lease Trust Paying Agent in accordance with this Section
2 and each of the Lease Trustee and the Lease Trust Paying Agent shall be fully
protected in relying upon such certificates.
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Section 3. Application of Funds.
(a) Deposits to Series 1996-1 Payments Account.
(i) Pursuant to Section 5.2(e) of the Series 1996-1
Supplement, the Administrative Agent shall withdraw an amount equal to
the Available Sale Proceeds from the Series 1996-1 Collection Account
and deposit such amount in the Series 1996-1 Payments Account on the
Business Day preceding each Payment Date.
(ii) On the Payment Date on which the Outstanding
Amount of the Senior Notes has been reduced to zero, if such Payment
Date is not also a Semiannual Payment Date, the Lease Trustee shall
deposit into the Series 1996-1 Payments Account (after all other
deposits, withdrawals and payments thereto or therefrom have been made
with respect to such Payment Date) the amount, if any, distributed to
the Lease Trustee by the Indenture Trustee pursuant to the last
sentence of Section 8.4(b) of the Indenture and, if applicable,
clause EIGHTH of Section 5.4(b) of the Indenture.
(iii) On the Business Day preceding each Payment
Date after the Payment Date on which the Outstanding Amount of the
Senior Notes has been reduced to zero, the Lease Trustee shall
withdraw from the Cash Collateral Account and deposit in the Series
1996-1 Payments Account the Cash Collateral Required Draw Amount.
(b) Payments of Interest on Subordinated Notes while Senior
Notes are Outstanding. On each Payment Date on or before the Payment Date on
which the Outstanding Amount of the Senior Notes has been reduced to zero, the
Lease Trust Paying Agent shall, pursuant to Section 6.5 of the Program
Operating Lease, to the extent of the funds available, pay interest due on the
Subordinated Notes (net of amounts paid pursuant to Section 6.6 of the Program
Operating Lease) by depositing to the Cash Collateral Account, the amount, if
any, distributed to it by the Indenture Trustee pursuant to Section 8.4(b)(iii)
of the Indenture and, if applicable, clause FIFTH of Section 5.4(b) of the
Indenture.
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(c) Payments of Interest on Lease Trust Certificates while
Senior Notes are Outstanding. On each Semiannual Payment Date on or before the
Payment Date on which the Outstanding Amount of the Senior Notes has been
reduced to zero, the Lease Trustee (if other than the Lease Trust Paying Agent)
shall transfer the amounts deposited by the Indenture Trustee into the
Certificate Distribution Account pursuant to Section 8.4(b)(iv) of the
Indenture and, if applicable, clause SIXTH of Section 5.4(b) of the Indenture,
net of amounts, if any, withdrawn by the Indenture Trustee from the Certificate
Distribution Account pursuant to Section 8.4(d) of the Indenture, for the
payment of interest due on the Lease Trust Certificates, to the Lease Trust
Paying Agent, which shall pay such interest to Lease Trust Certificateholders,
on a pro rata basis.
(d) Distribution of Funds on Deposit in Certificate
Distribution Account by Lease Trust Paying Agent after the Senior Notes are
Retired. On each Semiannual Payment Date after the Payment Date on which the
Outstanding Amount of the Senior Notes has been reduced to zero and, if the
Outstanding Amount of the Senior Notes has been reduced to zero on a Semiannual
Payment Date, on such Semiannual Payment Date, the Lease Trustee (if other than
the Lease Trust Paying Agent) shall transfer the funds then on deposit in the
Certificate Distribution Account (after giving effect to any deposits or
withdrawals made on such Semiannual Payment Date) to the Lease Trust Paying
Agent for distribution to Lease Trust Certificateholders, to the extent of
funds available, in accordance with the following priorities:
(i) an amount equal to the interest due and unpaid
on the Lease Trust Certificates on such Semiannual Payment Date shall
be distributed to Lease Trust Certificateholders pro rata; and
(ii) any remaining funds shall be distributed to
Lease Trust Certificateholders pro rata in reduction of the Aggregate
Certificate Balance, until such Aggregate Certificate Balance has been
reduced to zero.
(e) Payments of Interest on Subordinated Notes and Lease
Trust Certificates after Senior Notes are Retired. On each Payment Date after
the Payment Date on
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which the Outstanding Amount of the Senior Notes has been reduced to zero, the
Lease Trustee shall, in accordance with the Disbursement and Payment
Instructions (as set forth in Section 2(b)), make the following withdrawals
from the Series 1996-1 Payments Account and make deposits, distributions and
payments, to the extent of funds then on deposit in the Series 1996-1 Payments
Account, in accordance with the following priorities:
(i) to the Administrative Agent, the Series 1996-1
Administrative Fee for the preceding Accrual Period;
(ii) to the Lease Trust Paying Agent, for payment
to the Subordinated Noteholders, pro rata, an amount equal to the
interest accrued (including any overdue interest) on the Subordinated
Notes during the preceding Interest Accrual Period plus the interest
on any defaulted interest at the Subordinated Note Interest Rate (net
of amounts paid pursuant to Section 6.6 of the Program Operating
Lease); and
(iii) to the Certificate Distribution Account, an
amount equal to interest accrued (including overdue interest) on the
Aggregate Certificate Balance at the Certificate Interest Rate plus
interest on any defaulted interest at the Certificate Interest Rate
during the preceding Interest Accrual Period plus any Certificate
Distribution Draw Amount on such Payment Date.
Pursuant to Section 6.5 of the Program Operating Lease, on
each Payment Date, the Lease Trust Paying Agent shall deposit to the Cash
Collateral Account any amounts paid to it pursuant to clause (ii) of this
Section 3(e) on such Payment Date. After such deposit, on each Payment Date,
the Lease Trustee shall withdraw the Cash Collateral Additional Draw Amount
from the Cash Collateral Account and apply such amounts to pay each of the
items specified in clauses (ii) and (iii) of this Section 3(e) without
duplication of the amounts already paid on such Payment Date.
Following the Payment Date on which the Outstanding Amount of
the Senior Notes has been reduced to zero, on the Business Day preceding each
Semiannual Pay-
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ment Date for which the Available Funds, as set forth in the Disbursement and
Payment Instructions, is less than the amounts specified in clauses (i) and
(ii) of this Section 3(e), the Lease Trustee shall withdraw the Certificate
Distribution Draw Amount, as set forth in the Disbursement and Payment
Instructions, from the Certificate Distribution Account and deposit such amount
in the Series 1996-1 Payments Account. On the related Semiannual Payment Date
the Lease Trustee shall apply such amount to pay the amounts specified in
clause (ii) of this Section 3(e) without duplication of the amounts already
paid on such Semiannual Payment Date.
(f) Payments of Principal of Subordinated Notes and Lease
Trust Certificates if Senior Notes are Retired on a Semiannual Payment Date.
Subject to Section 3(h), on the Payment Date on which the Outstanding Amount of
the Senior Notes has been reduced to zero, if such Payment Date is also a
Semiannual Payment Date, the Lease Trustee shall apply the amount, if any,
distributed to it by the Indenture Trustee pursuant to the last sentence of
Section 8.4(b) of the Indenture and, if applicable, clause EIGHTH of Section
5.4(b) of the Indenture, in accordance with the following priorities after
making the deposits, distributions and payments required pursuant to Sections
3(a), (b) and (c):
(i) to the Lease Trust Paying Agent for payment to
Subordinated Noteholders (net of amounts paid pursuant to
Section 6.6 of the Program Operating Lease) pro rata, as
payments of principal, until the Outstanding Amount of the
Subordinated Notes has been reduced to zero; and
(ii) to the Certificate Distribution Account, in
reduction of the Aggregate Certificate Balance of the Lease
Trust Certificates, until such Aggregate Certificate Balance
has been reduced to zero.
Pursuant to Section 6.5 of the Program Operating Lease, on
each Payment Date, the Lease Trust Paying Agent shall deposit to the Cash
Collateral Account any amounts paid to it pursuant to clause (i) of this
Section 3(f) on such Payment Date. After such deposit, on each Payment Date,
the Lease Trustee shall withdraw the Cash
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Collateral Additional Draw Amount from the Cash Collateral Account and apply
such amounts to pay each of the items specified in clauses (i) and (ii) of this
Section 3(f) without duplication of the amounts already paid on such Payment
Date.
(g) Payments of Principal of Subordinated Notes and Lease
Trust Certificates after Senior Notes are Retired. Subject to Section 3(h), on
each Semiannual Payment Date after the Payment Date on which the Outstanding
Amount of the Senior Notes has been reduced to zero, the Lease Trustee shall,
after making the deposits, distributions and payments required pursuant to
clauses (i), (ii) and (iii) of Section 3(e), make the following additional
deposits, distributions and payments to the extent of the remaining funds on
deposit in the Series 1996-1 Payments Account, in accordance with the following
priorities:
(i) to the Lease Trust Paying Agent for payment to
Subordinated Noteholders (net of amounts paid pursuant to
Section 6.6 of the Program Operating Lease) pro rata, as
payments of principal, until the Outstanding Amount of the
Subordinated Notes has been reduced to zero; and
(ii) to the Certificate Distribution Account, in
reduction of the Aggregate Certificate Balance of the Lease
Trust Certificates, until such Aggregate Certificate Balance
has been reduced to zero.
Pursuant to Section 6.5 of the Program Operating Lease, on
each Payment Date, the Lease Trust Paying Agent shall deposit to the Cash
Collateral Account any amounts paid to it pursuant to clause (i) of this
Section 3(g) on such Payment Date. After such deposit, on each Payment Date,
the Lease Trustee shall withdraw the Cash Collateral Additional Draw Amount
from the Cash Collateral Account and apply such amounts to pay each of the
items specified in clauses (i) and (ii) of this Section 3(g) without
duplication of the amounts already paid on such Payment Date.
(h) In the event that on any Semiannual Payment Date, the
Aggregate Certificate Balance of the Lease
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Trust Certificates would be greater than zero after giving effect to a payment
to the Lease Trust Certificateholders pursuant to Section 3(f)(ii) or Section
3(g)(ii), as applicable, and the application of the Cash Collateral Additional
Draw Amount, then the Lease Trustee shall not make any payments pursuant to
Section 3(f) or Section 3(g), as applicable, on such Semiannual Payment Date.
The Lease Trustee shall instead deposit such amounts to the Series 1996-1
Payments Account and make such payments in accordance with Section 3(g) on the
earlier to occur of (x) the Semiannual Payment Date on which the Aggregate
Certificate Balance of the Lease Trust Certificates would be reduced to zero
after giving effect to the payment made pursuant to Section 3(g)(ii) and the
application of the Cash Collateral Additional Draw Amount and (y) the
Semiannual Payment Date following the Accrual Period during which the last
Series 1996-1 Lease terminated.
(i) Withholding Taxes. In the event that any withholding tax
is imposed on the Lease Trust's payment (or, if the Lease Trust is treated as a
partnership for federal income tax purposes, allocations of income) to a Lease
Trust Certificateholder or a Subordinated Noteholder, such tax shall reduce the
amount otherwise distributable to such Lease Trust Certificateholder or
Subordinated Noteholder in accordance with this Section 3. The Lease Trust
Paying Agent is hereby authorized and directed to retain from amounts otherwise
distributable to such Lease Trust Certificateholder or Subordinated Noteholder
sufficient funds for the payment of any withholding tax that is legally owed by
the Lease Trust (but such authorization shall not prevent the Lease Trustee
from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to a
Lease Trust Certificateholder or a Subordinated Noteholder shall be treated as
cash distributed to such Lease Trust Certificateholder or Subordinated
Noteholder, as the case may be, at the time it is withheld by the Lease Trust
for remittance to the appropriate taxing authority. If the Lease Trust Paying
Agent determines that there is a possibility that withholding tax is payable
with respect to a distribution, the Lease Trust Paying Agent may in its sole
discretion withhold such amounts in accordance with this Section 3(i). In the
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event that a Lease Trust Certificateholder or Subordinated Noteholder wishes to
apply for a refund of any such withholding tax, the Lease Trustee shall
reasonably cooperate with such Lease Trust Certificateholder or Subordinated
Noteholder in making such claim so long as such Lease Trust Certificateholder
or Subordinated Noteholder agrees to reimburse the Lease Trust Paying Agent for
any out-of-pocket expenses incurred.
Section 4. 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 5. 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 6. 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.
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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.
PNC BANK, DELAWARE, not in its
individual capacity, but solely as
trustee of Ford Credit Auto Lease
Trust 1996-1
By:___________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as Lease
Trust Paying Agent
By: ___________________________
Name:
Title:
