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EXHIBIT 10.5
TRANSFER AGREEMENT
dated as of
November __, 1996
between
RCL TRUST 1996-1,
as Transferor,
and
PNC BANK, DELAWARE,
as Trustee of Ford Credit Auto Lease Trust 1996-1,
as Transferee
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TABLE OF CONTENTS
Page
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Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Transfer of Series 1996-1 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 . . . . . . . . . . . . . . 4
Section 9. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 4
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TRANSFER AGREEMENT, dated as of November __, 1996, between RCL TRUST
1996-1, as Transferor (the "Transferor"), and PNC BANK, DELAWARE, acting not in
its individual capacity but solely as trustee of Ford Credit Auto Lease Trust
1996-1, as Transferee (the "Transferee").
WHEREAS, the Series 1996-1 Certificates have been contributed to the
Transferor;
WHEREAS, the Transferor and the Transferee wish to set forth the terms
pursuant to which the Series 1996-1 Certificates are to be transferred by the
Transferor to the Transferee;
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 November __, 1996 entered into with the
Transferee, a security interest in the Series 1996-1 Certificates and then,
subject to such security interest, grant to the Transferor the right to the use
of, and proceeds from, the Series 1996-1 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 the Series ▇▇▇▇-▇ ▇▇▇▇▇ Amount net of any purchase
discount and underwriting commissions.
Section 2. Transfer of Series 1996-1 Certificates. (a) In consideration of
the Transfer Price paid
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by the Transferee to the Transferor, and other good and valuable consideration,
receipt of which is hereby 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 1996-1 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 Notes of the Transferee with a principal balance of
$_________, (2) the Class A-2 ___% Asset Backed Notes of the Transferee with a
principal balance of $_________, (y) the ___% Subordinated Asset Backed Notes
of the Transferee with a principal balance of $_________ and (z) 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 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 1996-1
Certificates and has the legal right to transfer the Series 1996-1
Certificates; (ii) it has good and valid title to the Series 1996-1
Certificates and that the Series 1996-1 Certificates are on the date hereof
free and clear of all Liens; (iii) good, valid and indefeasible title to the
Series 1996-1 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 1996-1 Certificates
hereunder is characterized by a court 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
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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 1996-1 Certificates. To the extent
that the conveyance of the Series 1996-1 Certificates hereunder is
characterized by a court or similar Governmental Authority of competent
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 1996-1
Certificates, under the Administrative Agency Agreement and the Series 1996-1
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 1996-1 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 1996-1 Leases and Series 1996-1 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.
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Section 8. Signature Constitutes Acceptance. By signing this Agreement,
the Transferee hereby acknowledges receipt of and accepts the Series 1996-1
Certificates and the Transferor hereby acknowledges receipt of the Transfer
Price thereof.
Section 9. 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 10. 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.
RCL TRUST 1996-1
By: FIRST UNION BANK OF DELAWARE, not in
its individual capacity, but solely
as trustee of RCL Trust 1996-1, as
Transferor
By: ______________________________
Name:
Title:
PNC BANK, DELAWARE, not in its
individual capacity, but solely as
trustee of Ford Credit Auto Lease Trust
1996-1, as Transferee
By: ______________________________
Name:
Title:
