Lease Trust Paying Agent Agreement

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
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