EXHIBIT 4.4
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U.S. AUTO RECEIVABLES COMPANY
Seller
CHRYSLER FINANCIAL CORPORATION
Servicer
and
THE BANK OF NEW YORK
Trustee
----------------------------
SERIES [199_-_] SUPPLEMENT
Dated as of [ ], 199[ ]
to
POOLING AND SERVICING AGREEMENT
Dated as of May 31, 1991
(as assigned, amended and supplemented)
----------------------------
$[ ]
CARCO AUTO LOAN MASTER TRUST
SERIES [199_-_]
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TABLE OF CONTENTS
Page
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ARTICLE I
Creation of the Series [199 - ] Certificates
SECTION 1.01. Designation.................................................. 1
ARTICLE II
Definitions
SECTION 2.01. Definitions ................................................. 2
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation...................................... 25
ARTICLE IV
Rights of Series [199_-_] Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections....... 26
SECTION 4.02. Monthly Interest............................................ 28
SECTION 4.03. Determination of Monthly Principal.......................... 30
SECTION 4.04. Establishment of [Reserve Fund and] Funding Accounts........ 30
SECTION 4.05. Deficiency Amount........................................... 35
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal
Collections.............................................. 35
SECTION 4.07. Distributions to Series [199_-_] Certificateholders......... 38
SECTION 4.08. Application of [Reserve Fund and] Available Subordinated
Amount................................................... 39
SECTION 4.09. Investor Charge-Offs........................................ 42
SECTION 4.10. Excess Servicing............................................ 42
SECTION 4.11. Excess Principal Collections................................ 43
Page
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[SECTION 4.12. Excess Interest Collections................................ 43
[SECTION 4.13. Excess Funding Account..................................... 43
[SECTION 4.14. Accumulation Period Length; Accumulation Period
Commencement Date....................................... 45
[SECTION 4.15. Enhancement ............................................... 46
ARTICLE V
Distributions and Reports
SECTION 5.01. Distributions............................................... 46
SECTION 5.02. Reports and Statements to Series [199_-_]
Certificateholders...................................... 46
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events.............................. 47
ARTICLE VII
Reinvestment Events
SECTION 7.01. Reinvestment Events......................................... 49
ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase......................................... 53
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions Pursuant
to [Section 8.01 of This Series Supplement or]
Section 2.03 or 12.02(c) of the Agreement................ 54
Contents, p. ii
SECTION 9.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to
Section 9 of the Agreement.............................. 55
ARTICLE X
Other Series Provisions
SECTION 10.01. Certain Permitted Actions; Amendments to the Agreement;
Additional Covenants..................................... 56
[SECTION 10.01. Effect of Fully Reinvested Date; Conveyance of
Receivables.............................................. 61
[SECTION 10.01. Tax Treatment............................................. 63
ARTICLE XI
Miscellaneous Provisions
SECTION 11.01. Ratification of Agreement.................................. 64
SECTION 11.02. Counterparts............................................... 64
SECTION 11.02. Dealer Concentrations...................................... 64
SECTION 11.04. GOVERNING LAW.............................................. 64
EXHIBITS
Exhibit A Form of Certificate
Exhibit B Form of Distribution Date Statement
SCHEDULES
Schedule 1 Identification of the Series [199_-_] Accounts
Contents, p. ii
SERIES [199[ ]_-_] SUPPLEMENT
dated as of [ ], 199[ ] (the "Series
Supplement"), among U.S. AUTO RECEIVABLES
COMPANY, a Delaware corporation, as
Seller, CHRYSLER FINANCIAL CORPORATION, a
Delaware corporation, as Servicer, and
THE BANK OF NEW YORK, a New York banking
corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement
dated as of May 31, 1991, as assigned by Chrysler Auto Receivables Company
("CARCO") to the Seller on August 8, 1991 (as assigned, amended and
supplemented, the "Agreement"), among the Seller, Chrysler Credit
Corporation, which has been succeeded by Chrysler Financial Corporation, as
Servicer, and Manufacturers and Traders Trust Company, which has been
succeeded by the Bank of New York, as Trustee, CARCO has created and assigned
to the Seller the CARCO Auto Loan Master Trust (the "Trust"). Section 6.03 of
the Agreement provides that the Seller may from time to time direct the
Trustee to issue, on behalf of the Trust, one or more new Series of Investor
Certificates representing fractional undivided interests in the Trust. The
Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.
Pursuant to this Series Supplement, the Seller and
the Trustee shall create a new Series of Investor Certificates and specify
the Principal Terms thereof.
ARTICLE I
Creation of the Series [199 - ] Certificates
SECTION 1.01. Designation. (a) There is hereby
created a Series of Investor Certificates to be issued pursuant to the
Agreement and this Series Supplement to be known as the "[Floating Rate][ %]
Auto Loan Asset Backed Certificates, Series [199_-_]".
(b) In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or
provision contained in the Agreement, the terms and provisions of this Series
Supplement shall govern.
1
ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in
this Series Supplement the following words and phrases shall have the
following meanings.
["Accrual Period" shall mean, with respect to any
Distribution Date, the period from and including the Distribution Date
immediately preceding such Distribution Date (or, in the case of the Initial
Distribution Date, the Closing Date) to but excluding such Distribution
Date.]
["Accumulation Period Commencement Date" shall
mean the first day of the Collection Period upon which the number of full
Collection Periods remaining until the Expected Payment Date first equals the
Accumulation Period Length; provided, however, that, if at any time after the
[ ] Distribution Date, any other outstanding Series [(other than any Excluded
Series)] shall have entered into a reinvestment period or an early
amortization period, the Accumulation Period Commencement Date shall be the
earlier of (i) the date that such outstanding Series shall have entered into
its reinvestment period or early amortization period and (ii) the
Accumulation Period Commencement Date as previously determined. If the
Accumulation Period Length is one month, two months, three months, four
months or five months, the Accumulation Period Commencement Date shall mean
the first day of the [ ] Collection Period, the [ ] Collection Period, the [
] Collection Period, the [ ] Collection Period or the [ ] Collection Period,
respectively.]
["Accumulation Period Length" shall mean a period
which is one, two, three, four or five month(s) long and is calculated as of
the [ ] Distribution Date and each Distribution Date thereafter that occurs
prior to the Accumulation Period Commencement Date, as the lesser of (i) the
number of full Collection Periods between such Distribution Date and the
Expected Payment Date and (ii) the product, rounded upwards to the nearest
integer not greater than five, of (a) one divided by the lowest Monthly
Payment Rate during the last [ ] months and (b) a fraction, the numerator of
which is the sum of (i) the Invested Amount as of such Distribution Date
(after giving effect to all changes therein on such date) and (ii) the
invested amounts of all other Series [(other than any Excluded Series)]
currently in their amortization or accumulation periods or scheduled to be in
their amortization or accumulation periods by the Expected Payment Date as of
such Distribution
2
Date (after giving effect to all changes therein on such date) and the
denominator of which is the sum of such Invested Amount and the invested
amounts as of such Distribution Date (after giving effect to all changes
therein on such date) of all other outstanding Series [(other than any
Excluded Series)] which are scheduled to be outstanding on the Expected
Payment Date.]
[Additional Carry Amount" shall have the meaning
specified in Section 4.02(b).]
"Additional Interest" shall have the meaning
specified in Section 4.02(a).
"Adjusted Invested Amount" shall mean, with
respect to Series [199_-_] for any Collection Period, an amount equal to the
sum of (a) the Initial Invested Amount of the Certificates on the
Determination Date occurring in such Collection Period, minus the excess, if
any, of the aggregate amount of Investor Charge-Offs for all Distribution
Dates preceding such date over the aggregate amount of any reimbursements of
Investor Charge-Offs for all Distribution Dates preceding such date and (b)
the applicable [Aggregate] Available Subordinated Amount, if any, on the
Determination Date occurring in such Collection Period (in each case, after
giving effect to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date following the Determination Date during the
Collection Period in which such date occurs).
["Adjustment Date" shall mean [ ], ].
["Aggregate Available Subordinated Amount" shall
mean [the sum of] the Available Subordinated Amount [, the
Available Negative Carry Subordinated Amount][and [others].]
"Allocable Defaulted Amount" shall mean, with
respect to any Collection Period, the product of (a) the Series [199_-_]
Allocation Percentage with respect to such Collection Period and (b) the
Defaulted Amount with respect to such Collection Period.
"Allocable Miscellaneous Payments" shall mean,
with respect to any Distribution Date, the product of (a) the Series [199_-_]
Allocation Percentage for the related Collection Period and (b) Miscellaneous
Payments with respect to the related Collection Period.
"Allocable Non-Principal Collections" shall mean,
with respect to any Deposit Date, the product of (a) the
3
Series [199_-_] Allocation Percentage for the related Collection Period and
(b) the aggregate amount of Collections of Non-Principal Receivables relating
to such Deposit Date.
"Allocable Principal Collections" shall mean, with
respect to any Deposit Date, the product of (a) the Series [199_-_]
Allocation Percentage for the related Collection Period and (b) the aggregate
amount of Collections in respect of Principal Receivables relating to
such Deposit Date.
["Assets Receivables Rate" shall mean, with
respect to any [Interest Period][Accrual Period], an amount equal to the
product of (a) the quotient obtained by dividing (i) 360 by (ii) the actual
number of days elapsed in such [Interest Period][Accrual Period] and (b) a
percentage, expressed as a fraction, (i) the numerator of which is the sum of
(A) Investor Non-Principal Collections for the Collection Period immediately
preceding the last day of such Interest Period [(which, for the purposes of
this definition only, shall be determined based on the interest amounts
billed to the Dealers which are due during such Collection Period)] less,
unless the Monthly Servicing Fee has been waived by the Servicer, the
Certificateholders Monthly Servicing Fee with respect to such immediately
preceding Collection Period and (B) the Investment Proceeds [and Series
[199_-_] Excess Interest Collections] to be applied on the Distribution Date
related to such [Interest Period][Accrual Period] and (ii) the denominator of
which is the sum of (A) the product of (I) the Series [199_-_] Floating
Allocation Percentage, (II) the Series [199_-_] Series Allocation Percentage
and (III) the average Pool Balance (after giving effect to charge-offs) for
such immediately preceding Collection Period, [(B) the principal balance on
deposit in the Excess Funding Account on the first day of such [Interest
Period][Accrual Period] (after giving effect to all deposits to and
withdrawals therefrom on such first day) and [(C) the principal balance on
deposit in the Principal Funding Account on the first day of such [Interest
Period][Accrual Period] (after giving effect to all deposits to and
withdrawals therefrom on such first day).]
"Automatic Additional Accounts" shall have the
meaning specified in Section 10.01(e).
"Automatic Removal Accounts" shall have the
meaning specified in Section 10.01(c).
4
"Automatic Removal Date" shall have the meaning
specified in Section 10.01(c).
"Available Investor Principal Collections" shall
mean, with respect to any Distribution Date, the sum of (a) an amount equal
to Investor Principal Collections for such Distribution Date, (b) Allocable
Miscellaneous Payments with respect to such Distribution Date, (c) Series
[199_-_] Excess Principal Collections on deposit in the Collection Account
for such Distribution Date [and (d) on the Termination Date, any funds in the
Reserve Fund after giving effect to Section 4.08, except for 4.08(d)].
"Available Negative Carry Subordinated Amount"
shall mean [ ].]
"Available Seller's Collections" shall mean, with
respect to any Deposit Date, the sum of (a) the Available Seller's
Non-Principal Collections for such Deposit Date and (b) the Available
Seller's Principal Collections for such Deposit Date; provided, however, that
the Available Seller's Collections shall be zero for any Collection Period
with respect to which the Available Subordinated Amount is zero on the
Determination Date immediately following the end of such Collection Period.
"Available Seller's Non-Principal Collections"
shall mean, with respect to any Deposit Date, an amount equal to the result
obtained by multiplying (a) the excess of (i) the Seller's Percentage for the
related Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Non-Principal Collections for such Deposit
Date.
"Available Seller's Principal Collections" shall
mean, with respect to any Deposit Date, an amount equal to the result
obtained by multiplying (a) the excess of (i) the Seller's Percentage for the
related Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Principal Collections for such Deposit
Date.
"Available Subordinated Amount" for the first
Determination Date shall mean an amount equal to the Required Subordinated
Amount. The Available Subordinated Amount for any subsequent Determination
Date shall mean an amount equal to (a) the lesser of (i) the Available
Subordinated Amount for the preceding Determination Date, minus (A) the
Required Subordination Draw Amount with respect to the preceding Distribution
Date to the extent provided in Section 4.08, [minus (B) withdrawals from the
5
Reserve Fund pursuant to Section 4.08 on the preceding Distribution Date to
make distributions pursuant to Section [4.06(a)(iv)] (but excluding any other
withdrawals from the Reserve Fund)], plus (C) the portion of Excess Servicing
for such preceding Distribution Date distributed to the Seller pursuant to
Section 4.10(c), [plus (D) any amounts distributed as a Carry-over Amount or
Additional Carry-over Amount pursuant to Section 4.07(c) on the preceding
Distribution Date] [and (ii) the product of the fractional equivalent of the
Subordinated Percentage and the Invested Amount on such Determination Date,
minus (b) in the case of clause (a)(i), the Incremental Subordinated Amount
for such preceding Determination Date,][plus (c) the Incremental Subordinated
Amount for the current Determination Date,] [plus (d) the Subordinated
Percentage of funds to be withdrawn from the Excess Funding Account on the
succeeding Distribution Date and paid to the Seller or allocated to one or
more Series]; provided, however, that the Available Subordinated Amount may
be increased on any Determination Date by the Seller, in its sole discretion,
by notice to the Trustee on or before such Determination Date, so long as the
cumulative amount of such increases does not exceed the lesser of (x) $[ ] or
(y) [ ]% of the Invested Amount on such date; provided, however, that, once
the [Accumulation Period][Controlled Amortization Period] or any Early
Amortization Period [(other than an Early Amortization Period which has ended
as described in clause [ ] of the definition thereof)] shall have commenced,
the Available Subordinated Amount shall be calculated based on the Invested
Amount as of the close of business on the day preceding such [Accumulation
Period][Controlled Amortization Period] or Early Amortization Period [less
[describe permitted reductions, e.g., based on payment rates or amounts on
deposit in the Principal Funding Account][; and provided further that, during
any Reinvestment Period [(other than a Reinvestment Period which has ended as
described in clause [ ] of the definition thereof) shall have commenced, the
Available Subordinated Amount shall be calculated based on the Invested
Amount as of the close of business on the day preceding such Reinvestment
Period [less [describe permitted reductions, e.g., based on payment rates or
amounts on deposit in the Principal Funding Account]].
["Calculation Agent" shall mean the Trustee or any
other Calculation Agent selected by the Seller which is
reasonably acceptable to the Trustee.]
["Carry-over Amount" shall mean, for any
Distribution Date with respect to which the related Certificate Rate is
calculated on the basis of the Asset Receivables Rate, the excess of (a)
Monthly Interest for
6
such Distribution Date determined as if such Certificate Rate were calculated
on the basis of the Index formula set forth in clause (a) of the definition
of Certificate Rate over (b) the actual Monthly Interest for such
Distribution Date.]
["Carry-over Shortfall" shall have the meaning
specified in Section 4.02(b).]
"Certificate Rate" shall mean [ % per annum][,
with respect to any [Interest Period][Accrual Period], [the lesser of (a)]
the Index for such [Interest Period][Accrual Period][plus] [minus][times][ %]
[and (b) the Asset Receivables Rate for the immediately preceding [Interest
Period][Accrual Period]].
"Certificateholders Monthly Servicing Fee" shall
have the meaning specified in Section 3.01.
"Closing Date" shall mean [ ], 199[ ].
["Controlled Accumulation Amount" shall mean [an
amount equal to the Invested Amount as of [the [ ] Distribution Date] [ ]
(after giving effect to any changes therein on such date), divided by the
Accumulation Period Length] [other].]
["Controlled Amortization Amount" shall mean [an
amount equal to the Invested Amount as of the [ ] Distribution Date (after
giving effect to any changes therein on such date) divided by [ ]][other].]
["Controlled Amortization Period" shall mean,
unless an Early Amortization Event [(other than an Early Amortization which
has resulted in an Early Amortization Period which has ended as described in
clause [ ] of the definition thereof] [or a Reinvestment Event [other than a
Reinvestment Event which has resulted in a Reinvestment Period which has
ended as described in clause [ ] of the definition thereof)] shall have
occurred prior thereto, the period commencing on the Principal Commencement
Date and ending on the first to occur at (a) the commencement of an Early
Amortization Period [,(b) the commencement of a Reinvestment Period] and (c)
the payment in full to Series [199_-_] Certificateholders of the outstanding
principal amount of the Series [199_-_] Certificates.]
["Controlled Distribution Amount" for a
Distribution Date means the sum of (a) [the excess, if any, of (i)] the
Controlled Amortization Amount for such Distribution Date [over (ii) the
quotient obtained by
7
dividing the amount on deposit in the Excess Funding Account as of the [ ]
Distribution Date (after giving effect to any withdrawals from or deposits to
such account on such date) by [ ],] plus (b) any Controlled Distribution
Amount for a prior Distribution Date not previously distributed to Series
[199_-_] Certificateholders.]
[Controlled Deposit Amount" shall mean, with
respect to any Distribution Date, the excess, if any, of (a) the sum of (i)
the product of the Controlled Accumulation Amount and the number of
Distribution Dates from and including the first Distribution Date with
respect to the Accumulation Period through and including such Distribution
Date (but not in excess of the Accumulation Period Length) [and (ii) the
amount on deposit in the Excess Funding Account as of [the [ ] Distribution
Date] [ ] (after giving effect to any withdrawals from or deposits to such
account on such date (other than the transfer to the Principal Funding
Account of the amounts on deposit therein on such date))], over (b) the sum
of amounts on deposit in [the Excess Funding Account and the Principal
Funding Account, in each case before giving effect to any withdrawals from or
deposits to such accounts on such Distribution Date.]
"Deficiency Amount" shall have the meaning
specified in Section 4.05.
["Discount Option Date" shall mean each date on
which a Discount Percentage designated by the Seller pursuant to Section
10.01(g) takes effect.]
["Discount Option Receivables" shall have the
meaning specified in Section 10.01(g). The aggregate amount of Discount
Option Receivables outstanding on any Date of Processing occurring on or
after the Discount Option Date shall equal the sum of (a) the aggregate
Discount Option Receivables at the end of the prior Date of Processing (which
amount, prior to the Discount Option Date, shall be zero) plus (b) any new
Discount Option Receivables created on such Date of Processing minus (c) any
Discount Option Receivables Collections received on such Date of Processing.
Discount Option Receivables created on any Date of Processing shall mean the
product of the amount of any Principal Receivables created on such Date of
Processing (without giving effect to the proviso in the Definition of
Principal Receivables) and the Discount Percentage.]
["Discount Option Receivable Collections" shall
mean on any Date of Processing occurring in any Collection
Period succeeding the Collection Period in which the
8
Discount Option Date occurs, the product of (a) a fraction the numerator of
which is the Discount Option Receivables and the denominator of which is the
sum of the Principal Receivables and the Discount Option Receivables in each
case (for both the numerator and the denominator) at the end of the preceding
Collection Period and (b) Collections of Principal Receivables on such Date
of Processing (without giving effect to the proviso in the definition of
Principal Receivables).]
["Discount Percentage" shall mean the percentage,
if any, designated by the Seller pursuant to Section 10.01(g).]
["Distribution Date" shall mean [ ].]
"Early Amortization Event" shall mean any Early
Amortization Event specified in Section 9.01 [ ] of the Agreement, together
with any additional Early Amortization Event specified in Section 6.01 of
this Series Supplement[; provided, however, that (i) for purposes of Section
2.05(d)(vii), 2.07(b)(vi), 2.07(d)(viii), 3.01(d) and 6.03(b)(v) of the
Agreement, Early Amortization Event shall also include any Reinvestment Event
and (ii) for purposes of Section 2.01 of the Agreement, Early Amortization
Events specified in Sections 9.01(b),(c),(d) and (e) of the Agreement shall
also include Reinvestment Events specified in Section 7.01[ ], respectively,
of this Series Supplement].
"Early Amortization Period" shall mean a period
beginning on the day on which an Early Amortization Event specified in
Section 9.01[ ] of the Agreement or Section 6.01 of this Series Supplement
shall have occurred with respect to Series [199_-_] and terminating on the
earliest of (a) the payment in full of the outstanding principal balance of
the Series [199_-_] Certificates, (b) the Termination Date; (c) if such Early
Amortization Period has resulted from the occurrence of an Early Amortization
Event described in Section 9.01[ ] of the Agreement, the end of the first
Collection Period during which an Early Amortization Event would no longer be
deemed to exist pursuant to such Section 9.01[ ], so long as no other Early
Amortization Event (other than an Early Amortization Event which has resulted
in an Early Amortization Period which has terminated as described in this
clause (c) or clause (d) below) shall have occurred and the scheduled
termination of the Revolving Period shall not have occurred; and (d) if such
Early Amortization Period has resulted from the occurrence of an Early
Amortization Event described in Section 9.01[ ] of the Agreement or
9
Section 6.01, other than Section 6.01[ ] of this Series Supplement, the end
of the first Collection Period after which (i) the Trustee has received
written confirmation from each of [Standard & Poor's, Duff & ▇▇▇▇▇▇, Inc. and
Fitch Investors Service, Inc.] that termination of such Early Amortization
Period will not result in the downgrading or withdrawal of such entity's
rating of the Series [199_-_] Certificates, and (ii) Series [199_-_]
Certificateholders holding Series [199_-_] Certificates evidencing more than
50% of the aggregate unpaid principal amount of the Series [199_-_]
Certificates shall have consented to the termination of such Early
Amortization Period; provided that (X) no other Early Amortization Event
(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in this clause (d) or
clause (c) above) shall have occurred, and (Y) the scheduled termination of
the Revolving Period shall not have occurred[; provided, however, that for
purposes of Section 4.04 of the Agreement, Early Amortization Period shall
also include, prior to the occurrence of the Fully Reinvested Date and the
making of all allocations, distributions, withdrawals and deposits required
to be made on such date [or at any time thereafter following the
recommencement of the Revolving Period], any Reinvestment Period].
"Eligible Investments" shall mean (a) book-entry
securities, negotiable instruments or securities represented by instruments
in bearer or registered form having original or remaining maturities of 30
days or less, but in no event occurring later than the Distribution Date next
succeeding the Trustee's acquisition thereof, which evidence:
(i) direct obligations of, and obligations fully
guaranteed as to timely payment by, the United States of America;
(ii) demand deposits, time deposits or certificates
of deposit of any depository institution or trust company
incorporated under the laws of the United States of America or
any state thereof (or any domestic branch of a foreign bank) and
subject to supervision and examination by Federal or state
banking or depository institution authorities; provided, however,
that at the time of the Trust's investment or contractual
commitment to invest therein, the commercial paper or other
short-term unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a
person or entity other than such depository institution or trust
company) thereof shall have a credit rating from each
10
of the Rating Agencies in the highest investment category
granted thereby;
(iii) commercial paper having, at the time of the
Trust's investment or contractual commitment to invest therein, a
rating from each of the Rating Agencies in the highest investment
category granted thereby;
(iv) [except during a Reinvestment Period,]
investments in money market funds having a rating from each of
the Rating Agencies in the highest investment category granted
thereby or otherwise approved in writing thereby;
(v) bankers' acceptances issued by any depository
institution or trust company referred to in clause (ii) above;
(vi) repurchase obligations with respect to any
security that is a direct obligation of, or fully guaranteed by,
the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and
credit of the United States of America, in either case entered
into with a depository institution or trust company (acting as
principal) described in clause (ii);
(vii) repurchase obligations with respect to any
security or whole loan, entered into with (i) a depository
institution or trust company (acting as principal) described in
clause (ii) above (except that the rating referred to in the
proviso in such clause (ii) shall be A-1 or higher in the case of
Standard & Poor's) (such depository institution or trust company
being referred to in this definition as a "Financial
Institution"), (ii) a broker/dealer (acting as principal)
registered as a broker or dealer under Section 15 of the
Securities Exchange Act of 1934, as amended (a "Broker/Dealer")
the unsecured short-term debt obligations of which are rated P-1
by Moody's and at least A-1 by Standard & Poor's at the time of
entering into such repurchase obligation (a "Rated
Broker/Dealer"), (iii) an unrated Broker/Dealer (an "Unrated
Broker/Dealer"), acting as principal, that is a wholly owned
subsidiary of a non-bank holding company the unsecured short-term
debt obligations of which are rated P-1 by Moody's and at least
A-1 by Standard & Poor's at the time of entering into such
repurchase obligation (a "Rated Holding Company") or (iv) an
unrated subsidiary (a "Guaranteed Counterparty"), acting as
principal, that is a wholly owned subsidiary
11
of a direct or indirect parent Rated Holding Company, which
guarantees such subsidiary's obligations under such repurchase
agreement; provided that the following conditions are satisfied:
(A) the aggregate amount of funds
invested in repurchase obligations of a Financial
Institution, a Rated Broker/Dealer, an Unrated
Broker/Dealer or Guaranteed Counterparty in respect
of which the Standard & Poor's unsecured short-term
ratings are A-1 (in the case of an Unrated
Broker/Dealer or Guaranteed Counterparty, such rating
being that of the related Rated Holding Company)
shall not exceed 20% of the sum of the then
outstanding principal balance of Series [199_-_]
Certificates (there being no limit on the amount of
funds that may be invested in repurchase obligations
in respect of which such Standard & Poor's rating is
A-1+ (in the case of an Unrated Broker/Dealer or
Guaranteed Counterparty, such rating being that of
the related Rated Holding Company));
(B) in the case of any Series [199_-_]
Account (other than the Collection Account), the
rating from Standard & Poor's in respect of the
unsecured short-term debt obligations of the
Financial Institution, Rated Broker/Dealer, Unrated
Broker/Dealer or Guaranteed Counterparty (in the case
of an Unrated Broker/Dealer or Guaranteed
Counterparty, such rating being that of the related
Rated Holding Company) shall be A-1+;
(C) the repurchase obligation must mature
within 30 days of the date on which the Trustee
enters into such repurchase obligation;
(D) the repurchase obligation shall not
be subordinated to any other obligation of the
related Financial Institution, Rated Broker/Dealer
Unrated Broker/Dealer or Guaranteed Counterparty;
(E) the collateral subject to the
repurchase obligation is held, in the appropriate
form, by a custodial bank on behalf of the Trustee;
(F) the repurchase obligation shall
require that the collateral subject thereto shall be
marked-to-market daily;
12
(G) in the case of a repurchase
obligation of a Guaranteed Counterparty, the
following conditions shall also be satisfied:
(i) the Trustee shall have
received an opinion of counsel (which may
be in house counsel) to the effect that
the guarantee of the related Rated
Holding Company is a legal, valid and
binding agreement of the Rated Holding
Company, enforceable in accordance with
its terms, subject as to enforceability
to bankruptcy, insolvency, reorganization
and moratorium or other similar laws
affecting creditors' rights generally and
to general equitable principles;
(ii) the Trustee shall have
received (x) an incumbency certificate
for the signer of such guarantee,
certified by an officer of such Rated
Holding Company, and (y) a resolution,
certified by an officer of the Rated
Holding Company, of the board of
directors (or applicable committee
thereof) of the Rated Holding Company
authorizing the execution, delivery and
performance of such guarantee by the
Rated Holding Company;
(iii) the only conditions to
the obligation of such Rated Holding
Company to pay on behalf of the
Guaranteed Counterparty shall be that the
Guaranteed Counterparty shall not have
paid under such repurchase obligation
when required (it being understood that
no notice to, demand on or other action
in respect of the Guaranteed Counterparty
is necessary) and that the Trustee shall
make a demand on the Rated Holding
Company to make the payment due under
such guarantee;
(iv) the guarantee of the
Rated Holding Company shall be
irrevocable with respect to such
repurchase obligation and shall not be
subordinate to other obligations of the
Rated Holding Company; and
(v) each of Standard & Poor's
and Moody's has confirmed in writing to
the Trustee that it has reviewed the form
of the guarantee of the Rated Holding
Company and has determined that the
Trust's investment in such repurchase
obligation, taking into
13
account the issuance of such guarantee,
will not result in the downgrade or
withdrawal of the ratings assigned to the
Series [199_-_] Certificates.
(H) the repurchase obligations shall
require that the repurchase obligation be
overcollatera- lized and shall provide that, upon any
failure to maintain such overcollateralization, the
repurchase obligation shall become due and payable,
and unless the repurchase obligation is satisfied
immediately, the collateral subject to the repurchase
agreement shall be liquidated and the proceeds
applied to satisfy the unsatisfied portion of the
repurchase obligation; and
(b) any other investment consisting of a financial
asset that by its terms converts to cash within a finite period of time,
provided that each Rating Agency shall have notified the Seller, the Servicer
and the Trustee that the Trust's investment therein will not result in a
reduction or withdrawal of the rating of any outstanding class or Series with
respect to which it is a Rating Agency.
["Excess Allocation Series" shall mean a Series
that, pursuant to the Supplement therefor, is entitled to receive certain
excess Collections of Non-Principal Receivables, as more specifically set
forth in such Supplement.]
"Excess Reserve Fund Required Amount" shall mean,
for any Distribution Date with respect to an Early Amortization Period [or
any Distribution Date with respect to a Reinvestment Period that occurs prior
to the Fully Reinvested Date], an amount equal to the greater of (a) [ ]% of
the initial principal balance of the Series [199_-_] Certificates and (b) the
excess of (i) the sum of (x) the Available Subordinated Amount on the
preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date)
and (y) an amount equal to (A) the excess of the Required Participation
Percentage over 100%, multiplied by (B) the outstanding principal balance of
the Series [199_-_] Certificates on such Distribution Date (after giving
effect to any changes therein on such Distribution Date) over (ii) the excess
of (x) the Series [199_-_] Allocation Percentage of the Pool Balance on the
last day of the immediately preceding Collection Period over (y) the Invested
Amount on such Distribution Date (after giving effect to changes therein on
such Distribution
14
Date); provided that the Excess Reserve Fund Required Amount shall not exceed
such Available Subordinated Amount.
"Excess Seller's Percentage" shall mean, with
respect to any Collection Period, a percentage (which percentage shall never
be less than 0% nor more than 100%) equal to (a) 100% minus, when used with
respect to Non-Principal Receivables [(except during any Early Amortization
Period)] and Defaulted Receivables and Principal Receivables during the
Revolving Period, the sum of (i) the Floating Allocation Percentage with
respect to such Collection Period and (ii) the percentage equivalent of a
fraction, the numerator of which is the Available Subordinated Amount as of
the Determination Date occurring in such Collection Period (after giving
effect to the allocations, distributions, withdrawals and deposits to be made
on the Distribution Date immediately following such Determination Date) and
the denominator of which is the product of (x) the Pool Balance as of the
last day of such immediately preceding Collection Period and (y) the Series
[199_-_] Allocation Percentage for the Collection Period in respect of which
the Excess Seller's Percentage is being calculated or (b) 100% minus, when
used with respect to [Non-Principal Receivables during any Early Amortization
Period and] Principal Receivables during the [Accumulation Period]
[Controlled Amortization Period] and any Early Amortization Period [or
Reinvestment Period], the sum of (i) the [Fixed Allocation Percentage]
[other] with respect to such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the Available
Subordinated Amount as of the Determination Date occurring in such Collection
Period (after giving effect to the allocations, distributions, withdrawals
and deposits to be made on the Distribution Date immediately following such
Determination Date) and the denominator of which is the product of (x) the
Pool Balance as of the last day of such immediately preceding Collection
Period and (y) the Series [199_-_] Allocation Percentage for the Collection
Period in respect of which the Excess Seller's Percentage is being
calculated.
"Excess Servicing" shall mean, with respect to any
Distribution Date, the amount, if any, specified pursuant to Section
4.06(a)[(viii)] with respect to such Distribution Date.
"Expected Payment Date" shall mean the
[ ] Distribution Date.
"Fixed Allocation Percentage" shall mean, with
respect to any Collection Period, the percentage equivalent
15
(which percentage shall never exceed 100%) of a fraction, the numerator of
which is the Invested Amount as of the last day of the Revolving Period and
the denominator of which is the product of (a) the Pool Balance as of the
last day of the immediately preceding Collection Period and (b) the Series
[199_-_] Allocation Percentage with respect to the Collection Period in
respect of which the Principal Allocation Percentage is being calculated;
provided, however, that, with respect to that portion of any Collection
Period that falls after the date on which any Early Amortization Event occurs
[(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has ended as described in clause [ ] thereof] [or
any Reinvestment Event occurs [(other than a Reinvestment Period which has
ended as described in clause [ ] thereof)], the Fixed Allocation Percentage
shall be reset using the Pool Balance as of the close of business on [the
earlier of] the date on which such Early Amortization Event shall have
occurred [and the date on which such Reinvestment Event shall have occurred]
and Principal Collections shall be allocated for such portion of such
Collection Period using such reset Fixed Allocation Percentage.
"Floating Allocation Percentage" shall mean, with
respect to any Collection Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the
Invested Amount as of the last day of the immediately preceding Collection
Period (after giving effect to the reinvestment to occur on the next
succeeding Distribution Date) and the denominator of which is the product of
(a) the Pool Balance as of such last day and (b) the Series [199_-_]
Allocation Percentage for the Collection Period in respect of which the
Floating Allocation Percentage is being calculated; provided, however, that,
with respect to the first Collection Period, the Floating Allocation
Percentage shall mean the percentage equivalent of a fraction, the numerator
of which is the Initial Invested Amount and the denominator of which is the
product of (x) the Pool Balance on the Series Cut-Off Date and (y) the Series
[199-_-] Allocation Percentage with respect to the Series Cut-Off Date.
["Incremental Subordinated Amount" shall mean,
with respect to any Determination Date, the result obtained by multiplying
(a) a fraction, the numerator of which is the sum of (i) (A) the Invested
Amount on the last day of the immediately preceding Collection Period or (B)
with respect to the first Determination Date, the Invested Amount on the
Closing Date and (ii) (A) the Available Subordinated Amount for such
Determination Date (calculated without adding the
16
Incremental Subordinated Amount for such Distribution Date as described in
clause (c) of the definition thereof) or (B) with respect to the first
Determination Date, the product of the Invested Amount on the Closing Date
and the Subordinated Percentage and the denominator of which is the Pool
Balance on such last day by (b) the Trust Incremental Subordinated Amount.]
[Notwithstanding anything to the contrary in the Agreement, for purposes of
calculating the Trust Incremental Subordinated Amount with respect to Series
[199_-_], "Dealer Overconcentration" on any Determination Date shall mean,
with respect to any Dealer or group of affiliated Dealers, the excess of (a)
the aggregate of all amounts of Principal Receivables due from such Dealer or
group of affiliated Dealers on the last day of the Collection Period
immediately preceding such Determination Date over (b) [ ]% of the Pool
Balance on the last day of such immediately preceding Collection Period.]
["Index" shall mean [ ].]
"Initial Distribution Date" shall mean
[ ] , 199[ ].
"Initial Invested Amount" shall mean [the portion
of initial principal amount of the Series [199_-_] Certificates which is
invested in Principal Receivables on the Closing Date, which is $[ ][, plus
(a) the amount of any withdrawals from the Excess Funding Account in
connection with the purchase of an additional interest in Principal
Receivables of the Trust, minus (b) the amount of any additions to the Excess
Funding Account in connection with a reduction in the Principal Receivables
in the Trust or an increase in the Subordination Factor]][other].
"Initial Principal Amount" shall mean
$[ ].
["Initial Reserve Fund Deposit Amount" shall mean
$[ ].
["Initial Yield Supplement Account Deposit Amount"
shall mean $[ ]].
["Interest Funding Account" shall have the meaning
specified in Section 4.04[ ].]
["Interest Payment Date" shall mean [ ].]
["Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the Distribution Date
immediately preceding such Distribution
17
Date (or, in the case of the Initial Distribution Date, the Closing Date) to
but excluding such Distribution Date. Interest will be calculated on the
basis of the actual number of days in each Interest Period divided by 360
days.]
"Interest Shortfall" shall have the meaning
specified in Section 4.02.
"Invested Amount" shall mean, when used with
respect to any date, an amount equal to (a) the Initial Invested Amount,
minus (b) the amount, without duplication, of principal payments [(except
principal payments made from the Excess Funding Account and any transfers
from the Excess Funding Account to the Principal Funding Account)] made to
Series [199_-_] Certificateholders or deposited to the Principal Funding
Account prior to such date, minus (c) the excess, if any, of the aggregate
amount of Investor Charge- Offs over Investor Charge-Offs reimbursed pursuant
to Section 4.08 prior to such date. In addition, for purposes of the
definitions of "Early Amortization Period" [and Reinvestment Period and
Section 12.01 of the Agreement], the Invested Amount shall be an amount equal
to the outstanding principal amount of the Certificates.
"Investment Proceeds" shall mean, with respect to
any Determination Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Series [199_-_]
Accounts, together with an amount equal to the Series [199_-_] Allocation
Percentage of the interest and other investment earnings on funds held in the
Collection Account credited to the Collection Account pursuant to Section
4.02 of the Agreement.
"Investor Charge-Offs" shall have the meaning
specified in Section 4.09.
"Investor Default Amount" shall mean, with respect
to any Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.
"Investor Non-Principal Collections" shall mean,
with respect to any Distribution Date, an amount equal to the product of (a)
the Floating Allocation Percentage for the related Collection Period and (b)
Allocable Non- Principal Collections deposited in the Collection Account for
the related Collection Period[; provided, however, that with respect to any
Distribution Date with respect to any Early Amortization Period, Investor
Non-Principal Collections shall mean an amount equal to the product of
18
(i) the Fixed Allocation Percentage for the related Collection Period and
(ii) Allocable Non-Principal Collections deposited in the Collection Account
for the related Collection Period].
"Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) the product of (i) the
Floating Allocation Percentage, with respect to the Revolving Period, or the
[Fixed Allocation Percentage] [other], with respect to the [Accumulation
Period] [Controlled Amortization Period] or an Early Amortization Period [or
a Reinvestment Period] for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period [or a Reinvestment Period]) and (ii) Allocable Principal
Collections deposited in the Collection Account for the related Collection
Period (or any partial Collection Period which occurs as the first Collection
Period during an Early Amortization Period [or a Reinvestment Period]) and
(b) the amount, if any, of Collections of Non-Principal Receivables, Excess
Servicing and Available Seller's Collections to be distributed pursuant to
Section [4.06(a)(iv), 4.08(b) or 4.10(a)] on such Distribution Date.
"Monthly Interest" shall have the meaning specified
in Section 4.02.
"Monthly Payment Rate" shall mean, for any Collection
Period, the percentage derived from dividing the Prin cipal Collections for
such Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Principal" shall have the meaning specified
in Section 4.03.
"Monthly Servicing Fee" shall have the meaning specified
in Section 3.01.
"Moody's" shall mean ▇▇▇▇▇'▇ Investors Service, Inc.
"Pool Factor" shall mean, with respect to any
Determination Date, a number carried out to 11 decimals representing the
ratio of the Invested Amount as of such Determination Date (determined after
taking into account any increases or decreases in the Invested Amount which
will occur on the following Distribution Date) to the Initial Invested
Amount.
"Principal Commencement Date" shall mean
[ ].
19
"Reassignment Amount" shall mean, with respect to
any Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (a) the Invested
Amount on such Distribution Date, (b) accrued and unpaid interest on the
unpaid balance of the Series [199_-_] Certificates (calculated on the basis
of the outstanding principal balance of the Series [199_-_] Certificates at
the Certificate Rate [as in effect during the applicable [Interest Periods]
[Accrual Periods])] through the day preceding such Distribution Date, (c) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not [deposited to the Interest Funding
Account or] distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date, [(d) any Carry-over Amount for such Distribution Date and
any Carry-over Amount previously due but not distributed to the Series
[199_-_] Certificateholders on a prior Distribution Date and (e) any
Additional Carry Amount for such Distribution Date and any Additional Carry
Amount previously due but not distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date].
["Reinvestment Event" shall have the meaning
specified in Section 7.01.]
["Reinvestment Period" shall mean the period
beginning at the close of business on the Business Day immediately preceding
the day on which a Reinvestment Event is deemed to have occurred, and in each
case ending upon the earliest to occur of (a) the payment in full to the
Series [199_-_] Certificateholders of the Investment Amount, (b) the
Termination Date, (c) the commencement of an Early Amortization Period, (d)
if such Reinvestment Period has resulted from the occurrence of a
Reinvestment Event described in Section 7.01[ ], the end of the first
Collection Period during which a Reinvestment Event would no longer be deemed
to exist pursuant to Section 7.01[ ], so long as no other Reinvestment Event
shall have occurred (other than a Reinvestment Event which has resulted in a
Reinvestment Period which has terminated as described in this clause (d) or
clause (e) below), and (e) if such Reinvestment Period has resulted from the
occurrence of a Reinvestment Event described in Section 7.01, other than
Section 7.01[ ], of this Series Supplement, the end of the first Collection
Period after which (i) the Trustee has received written confirmation from
each of [Standard & Poor's, Duff & ▇▇▇▇▇▇, Inc. and Fitch Investors Service,
Inc.] that termination of such Reinvestment Period will not result in the
reduction or withdrawal of such entity's rating of the Series [199_-_]
Certificates, and
20
(ii) Series [199_-_] Certificateholders holding Series [199_-_] Certificates
evidencing more than 50% of the aggregate unpaid principal amount of the
Series [199_-_] Certificates shall have consented to the termination of such
Reinvestment Period [and (f) describe other cures, if applicable].]
["Required Negative Carry Subordinated Amount" shall
mean, as of any date, [ ].]
"Required Participation Percentage" shall mean,
with respect to Series [199_-_], [ ]%; provided, however, that if the
aggregate amount of Principal Receivables due from any Dealer or group of
affiliated Dealers at the close of business on the last day of any Collection
Period with respect to which such determination is being made pursuant to
Section 9.03 is greater than [ ]% of the Pool Balance on such last day, the
Required Participation Percentage shall mean, as of such last day and with
respect to such Collection Period and the immediately following Collection
Period only, [ ]%; provided further that the Seller may, upon 10 days' prior
notice to the Trustee, each Rating Agency and any Enhancement Provider,
reduce the Required Participation Percentage to a percentage which shall not
be less than 100%, provided that no Rating Agency shall have notified the
Seller or the Servicer that any such reduction will result in a reduction or
withdrawal of the rating of any outstanding Series or Class with respect to
which it is a Rating Agency.
"Required Subordinated Amount" shall mean, as of any
date of determination, [the sum of (a)] the product of (i) the Subordinated
Percentage and (ii) the Invested Amount on such date [and (b) the Incremental
Subordinated Amount].
"Required Subordination Draw Amount" shall have the
meaning specified in Section 4.05.
["Reserve Fund" shall have the meaning specified in
Section 4.04.]
["Reserve Fund Deposit Amount" shall mean, with
respect to any Distribution Date, the amount, if any, by which (a) the
Reserve Fund Required Amount for such Distribution Date exceeds (b) the
amount of funds in the Reserve Fund after giving effect to any withdrawals
therefrom on such Distribution Date.]
["Reserve Fund Required Amount" shall mean, with
respect to any Distribution Date, an amount equal to the product of (a) [ ]%
and (b) the outstanding principal
21
balance of the Series [199_-_] Certificates on such Distribution Date (after
giving effect to any changes therein on such Distribution Date). [other]]
"Revolving Period" shall mean the period beginning
at the close of business on the Business Day immediately preceding the Series
Cut-Off Date and ending on the earlier of (a) the close of business on the
day immediately preceding the [Accumulation Period Commencement Date]
[Principal Commencement Date] (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period ends as described in clause [ ] of the definition
thereof, the Revolving Period will recommence as of the close of business on
the day such Early Amortization Period ends [, and (c) the close of business
on the day a Reinvestment Period commences; provided, however, that if any
Reinvestment Period ends as described in clause [ ] of the definition
thereof, the Revolving Period will recommence as of the close of business on
the day such Reinvestment Period ends].
"Seller's Collections" shall mean, with respect to
any Collection Period, the sum of (a) the Seller's Percentage of Allocable
Non-Principal Collections for the related Collection Period, plus (b) the
Seller's Percentage of Allocable Principal Collections for the related
Collection Period.
"Seller's Percentage" shall mean 100% minus
(a) the Floating Allocation Percentage, when used with respect to
Non-Principal Receivables [(except during any Early Amortization Period)] and
Defaulted Receivables and Principal Receivables during the Revolving Period,
and (b) the [Fixed Allocation Percentage] [other], when used with respect to
Principal Receivables during the [Accumulation Period] [Controlled
Amortization Period] and an Early Amortization Period [or Reinvestment
Period] [and Non-Principal Receivables during any Early Amortization Period].
"Series [199_-_]" shall mean the Series of
Investor Certificates, the terms of which are specified in this Series
Supplement.
"Series [199_-_] Accounts" shall have the meaning
specified in Section [4.04(e)(i)].
"Series [199_-_] Allocation Percentage" shall mean
the Series Allocation Percentage with respect to Series [199_-_].
22
"Series [199_-_] Certificateholders" shall mean
the Holders of Series [199_-_] Certificates.
"Series [199_-_] Certificateholders' Interest"
shall mean that portion of the Certificateholders' Interest evidenced by the
Series [199_-_] Certificates.
"Series [199_-_] Certificates" shall mean any one
of the certificates executed by the Seller and authenticated
by the Trustee, substantially in the form of Exhibit A.
["Series [199_-_] Excess Interest Collections"
shall mean [ ].]
"Series [199_-_] Excess Principal Collections"
shall mean that portion of Excess Principal Collections allocated to Series
[199_-_] pursuant to Section 4.11.
"Series [199_-_] Principal Shortfall" shall have
the meaning specified in Section 4.11.
"Series Cut-Off Date" shall mean [ ],
199[ ].
"Servicing Fee Rate" shall mean, with respect to
Series [199_-_], [ ]% or, for any Distribution Date in respect of which the
Monthly Servicing Fee has been waived, 0%.
"Special Payment Date" shall mean each
distribution date with respect to any Early Amortization Period (other than
an Early Amortization Period which has ended as described in clause [ ] of
the definition thereof).
"Standard & Poor's" shall mean Standard & Poor's
Rating Group.
"Subordinated Percentage" shall mean the
percentage equivalent of a fraction, the numerator of which is the
Subordination Factor and the denominator of which will be the excess of 100%
over the Subordination Factor.
"Subordination Factor" means [ ]%; provided,
however, that the Subordination Factor will be [ ]% in the event that the
rating of the long-term unsecured debt of CFC is lowered below BBB- by
Standard & Poor's or withdrawn by Standard & Poor's, unless, in either such
case, the Seller receives written confirmation from Standard & Poor's that
the failure to so increase the Subordination Factor would not result in the
downgrade or withdrawal of Standard &
23
Poor's rating of the Series [199_-_] Certificates. [Describe other
adjustments, if any.]
"Termination Date" shall mean the [ ]
Distribution Date.
"Termination Proceeds" shall mean any Termination
Proceeds arising out of a sale of Receivables (or interests therein) pursuant
to Section 12.02(c) of the Agreement with respect to Series [199_-_].
"Trust Available Subordinated Amount" means the
sum of the [Aggregate] Available Subordinated Amount and the
sum of the aggregate available subordinated amounts for all
other outstanding Series.
["Yield Supplement Account" shall have the meaning
specified in Section 4.04.]
["Yield Supplement Account Deposit Amount" shall
mean, with respect to any Distribution Date, the amount, if any, by which the
Yield Supplement Account Required Amount exceeds the amount on deposit in the
Yield Supplement Account after giving effect to any deposits thereto and
withdrawals therefrom otherwise to be made on such Distribution Date.]
["Yield Supplement Account Required Amount" shall
mean, with respect to any Distribution Date, an amount equal to the product
of (a) [ ]% and (b) the outstanding principal balance of the Certificates on
such Distribution Date (after giving effect to any changes therein on such
Distribution Date) [other].
(b) Notwithstanding anything to the contrary in
this Series Supplement or the Agreement, the term "Rating Agency" shall mean,
whenever used in this Series Supplement or the Agreement with respect to
Series [199_-_], Moody's and Standard & Poor's. As used in this Series
Supplement and in the Agreement with respect to Series [199_-_], "highest
investment category" shall mean (i) in the case of Standard & Poor's, A-l+ or
AAA, as applicable, and (ii) in the case of Moody's, P-1 or Aaa, as
applicable. [Any notice required to be given to a Rating Agency pursuant to
the Agreement or this Series Supplement shall also be given to Fitch
Investors Service, Inc., and Duff & ▇▇▇▇▇▇, Inc., although neither shall be
deemed to be a Rating Agency for any purposes of the Agreement or this Series
Supplement with respect to Series [199_-_].]
24
[(c) Series [199_-_] shall be an Excess Allocation
Series.]
(d) All capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to them in the Agreement.
The definitions in Section 2.01 are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine
and neuter genders of such terms.
(e) The words "hereof", "herein" and "hereunder"
and words of similar import when used in this Series Supplement shall refer
to this Series Supplement as a whole and not to any particular provision of
this Series Supplement; references to any Article, Section or Exhibit are
references to Articles, Sections and Exhibits in or to this Series Supplement
unless otherwise specified; and the term "including" means "including without
limitation".]
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The
monthly servicing fee (the "Monthly Servicing Fee") shall be payable to the
Servicer, in arrears, on each Distribution Date in respect of any Collection
Period (or portion thereof) occurring prior to the earlier of the first
Distribution Date following the Series [199_-_] Termination Date and the
first Distribution Date on which the Invested Amount is zero, in an amount
equal to one-twelfth of the product of (a) the Servicing Fee Rate, (b) the
Pool Balance as of the last day of the Collection Period second preceding
such Distribution Date and (c) the Series [199_-_] Allocation Percentage with
respect to the immediately preceding Collection Period. The share of the
Monthly Servicing Fee allocable to the Series [199_-_] Certificateholders
with respect to any Distribution Date (the "Certificateholders Monthly
Servicing Fee") shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the Invested Amount as of the last day of the
Collection Period second preceding such Distribution Date. The remainder of
the Monthly Servicing Fee shall be paid by the Seller and in no event shall
the Trust, the Trustee or the Series [199_-_] Certificateholders be liable
for the share of the Monthly Servicing Fee to be paid by the Seller; and the
remainder of the Servicing Fee shall be paid by the Seller and the Investor
Certificateholders of other Series and the Series [199_-_] Certificateholders
shall in no event be liable for the share of the Servicing Fee to be paid by
25
the Seller or the Investor Certificateholders of other Series. The
Certificateholders Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance
with the terms of this Series Supplement.
The Servicer will be permitted, in its sole
discretion, to waive the Monthly Servicing Fee for any Distribution Date by
notice to the Trustee on or before the related Determination Date; provided
that the Servicer believes that sufficient Collections of Non-Principal
Receivables will be available on any future Distribution Date to pay the
Certificateholders Monthly Servicing Fee relating to the waived Monthly
Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any
Distribution Date, the Monthly Servicing Fee and the Certificateholders
Monthly Servicing Fee for such Distribution Date shall be deemed to be zero
for all purposes of this Series Supplement and the Agreement; provided,
however, that such Certificateholders Monthly Servicing Fee shall be paid on
a future Distribution Date solely to the extent amounts are available
therefor pursuant to Section 4.10(b); provided further that, to the extent
any such waived Certificateholders Monthly Servicing Fee is so paid, the
related portion of the Monthly Servicing Fee to be paid by the Seller shall
be paid by the Seller to the Servicer.
ARTICLE IV
Rights of Series [199_-_] Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess
Principal Collections and Unallocated Principal Collections. (a) Collections
of Non-Principal Receivables and Principal Receivables, Miscellaneous
Payments and Defaulted Amounts allocated to Series [199_-_] pursuant to
Article IV of the Agreement shall be allocated and distributed as set forth
in this Article.
(b) Subject to Sections 4.01(d)[, 4.01(e) and
4.01(f)] below, the Servicer shall instruct the Trustee to withdraw from the
Collection Account and pay to the Seller on the dates set forth below the
following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's
Percentage for the related Collection Period of
26
Allocable Non-Principal Collections deposited in
the Collection Account for such Deposit Date; and
(B) an amount equal to the Excess
Seller's Percentage for the related Collection Period
of Allocable Principal Collections deposited in the
Collection Account for such Deposit Date, if the
Seller's Participation Amount (determined after
giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date)
exceeds the Trust Available Subordinated Amount for
the immediately preceding Determination Date (after
giving effect to the allocations, distributions,
withdrawals and deposits to be made on the
Distribution Date immediately following such
Determination Date); and
(ii) on each Deposit Date with respect to the
Revolving Period, an amount equal to the Available Seller's
Principal Collections for such Deposit Date, if the Seller's
Participation Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit
Date) exceeds the Trust Available Subordinated Amount for the
immediately preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such
Determination Date); provided, however, that Available Seller's
Principal Collections shall be paid to the Seller with respect to
any Collection Period only after an amount equal to [the sum of
(A)] the Deficiency Amount, if any, relating to the immediately
preceding Collection Period [and (B) the excess, if any, of the
Reserve Fund Required Amount over the amount in the Reserve Fund
on the immediately preceding Distribution Date (after giving
effect to the allocations of, distributions from, and deposits
in, the Reserve Fund on such Distribution Date),] has been
deposited in the Collection Account from such Available Seller's
Principal Collections.
The withdrawals to be made from the Collection
Account pursuant to this Section 4.01(b) do not apply to deposits into the
Collection Account that do not represent Collections, including Miscellaneous
Payments, payment of the purchase price for the Certificateholders' Interest
pursuant to Section 2.03 of the Agreement[, payment of the purchase price for
the Series [199_-_] Certificateholders' Interest [or any portion thereof]
pursuant to Section 8.01 of this Series Supplement] and proceeds from the
sale,
27
disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02
of the Agreement.
[(c) The Servicer shall instruct the Trustee to
withdraw from the Collection Account and deposit into the Reserve Fund on
Deposit Dates with respect to the Revolving Period Available Seller's
Principal Collections for such Deposit Date, up to the amount of the excess,
if any, determined pursuant to Section 4.01(b)(ii)(B).]
[(d) Notwithstanding the provisions of
Section 4.01(b)(1), amounts otherwise distributable to the Seller pursuant to
Section 4.01(b), up to the Available Negative Carry Subordinated Amount,
shall be applied as follows: on each Deposit Date with respect to the
[Accumulation Period] [Controlled Amortization Period], an Early Amortization
Period [or a Reinvestment Period], the Servicer shall instruct the Trustee to
withdraw such amounts from the collection Account and deposit the Negative
Carry Deposit Amount to the Negative Carry Reserve Fund and [describe other
applications, if applicable].]
[(e) Notwithstanding the provisions of
Section 4.01(b)(i), on each Deposit Date during any Collection Period on
which any amount is on deposit in [the Excess Funding Account or] Principal
Funding Account, the Servicer shall instruct the Trustee to withdraw from the
Collection Account and deposit in the Yield Supplement Account the amounts
otherwise distributable to the Seller pursuant to Section 4.01(b)(i) [and not
applied pursuant to Section 4.01(d)] until the amount on deposit in the Yield
Supplement Account is equal to the Yield Supplement Account Required Amount.]
[(f) Describe other applications of Collections
otherwise distributable to the Seller.]
SECTION 4.02. Monthly Interest. [(a)] The
amount of monthly interest ("Monthly Interest") with respect to the Series
[199_-_] Certificates on any Distribution Date shall be [an amount equal to
the product of (i) the Certificate Rate, (ii) the outstanding principal
balance of the Series [199_-_] Certificates as of the close of business on
the preceding Distribution Date (after giving effect to all repayments of
principal made to Series [199_-_] Certificateholders on such preceding
Distribution Date, if any) and (iii) a fraction, the numerator of which is
the actual number of days elapsed in such Interest Period and the denominator
of which is [360] [other]][an amount equal to one twelfth of the product of
(i) the outstanding principal balance of the Series [199_-_] Certificates as
of
28
the close of business on the preceding Distribution Date after giving effect
to all repayments of principal made to the Series [199_-_] Certificateholders
on such preceding Distribution Date, if any, and (ii) the Certificate Rate;
provided, however, that with respect to the first such Distribution Date,
Monthly Interest shall be equal to $____. Monthly Interest shall be
calculated on the basis of a 360- day year of twelve 30-day months].
On the Determination Date preceding each
Distribution Date, the Servicer shall determine the excess, if any (the
"Interest Shortfall"), of (x) the aggregate Monthly Interest for the
[Interest Period] [Accrual Record] applicable to such Distribution Date over
(y) the amount which will be available to be [deposited in the Interest
Funding Account or] distributed to Series [199_-_] Certificateholders on such
Distribution Date in respect thereof pursuant to this Series Supplement. If
the Interest Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Additional Interest") equal to [the product of
(i) the Certificate Rate for the [Interest Period] commencing on the related
Distribution Date (or, for subsequent [Interest Periods] [Accrual Periods],
the Certificate Rate for such subsequent [Interest Period] [Accrual Period]),
(ii) such Interest Shortfall (or the portion thereof which has not been
[deposited in the Interest Funding Account or] paid to Series [199_-_]
Certificateholders) and (iii) a fraction, the numerator of which is the
amount of days elapsed in such [Interest Period] [Accrual Period] (or in a
subsequent [Interest Period] [Accrual Period]) and the denominator of which
is [ ] 360 [other]] [one-twelfth of the product of (i) the Certificate Rate
and (ii) such Interest Shortfall (or the portion thereof which has not been
[deposited to the Interest Funding Account or] paid to the Series [199_-_]
Certificateholders], shall be payable as provided herein with respect to the
Series [199_-_] Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such
Interest Shortfall is paid to Series [199_-_] Certificateholders.
Notwithstanding anything to the contrary herein, Additional Interest shall be
payable or distributed to Series [199_-_] Certificateholders only to the
extent permitted by applicable law.
[(b) On the Determination Date preceding each
Distribution Date, the Servicer shall determine the excess, if any (the
"Carry-over Shortfall"), of (x) the Carry-over Amount, if any, for such
Distribution Date over (y) the amount which will be available to be
distributed to Series [199_-_] Certificateholders in respect thereof on such
29
Distribution Date pursuant to this Series Supplement. If the Carry-over
Shortfall with respect to any Distribution Date is greater than zero, an
additional amount ("Additional Carry-over Amount") equal to the product of
(i) the Certificate Rate (calculated pursuant to clause (a) of the definition
thereof) for the Interest Period commencing on the related Distribution Date
(or, for subsequent Interest Periods, the Certificate Rate (calculated
pursuant to clause (a) of the definition thereof) for such subsequent
Interest Periods), (ii) such Carry-over Shortfall (or the portion thereof
which has not been paid to Series [199_-_] Certificateholders) and (iii) a
fraction, the numerator of which is the amount of days elapsed in such
Interest Period (or in a subsequent Interest Period) and the denominator of
which is 360, shall be payable as provided herein with respect to the Series
[199_-_] Certificates on each Distribution Date following such Distribution
Date to the Distribution Date on which such Carry-over Shortfall is paid to
Series [199_-_] Certificateholders. Notwithstanding anything to the contrary
herein, any Additional Carry Amount shall be payable or distributed to Series
[199_-_] Certificateholders only to the extent permitted by applicable law.]
SECTION 4.03. Determination of Monthly Principal.
The amount of monthly principal ("Monthly Principal") distributable with
respect to the Series [199_-_] Certificates on each Distribution Date with
respect to an Early Amortization Period [, a Reinvestment Period] and the
[Accumulation Period] [Controlled Amortization Period] shall be equal to the
Available Investor Principal Collections with respect to such Distribution
Date; provided, however, that, for each Distribution Date [with respect to
the Accumulation Period, Monthly Principal shall not exceed the Controlled
Deposit Amount] [with respect to the Controlled Amortization Period, Monthly
Principal shall not exceed the Controlled Distribution Amount] for such
Distribution Date; and; provided further that Monthly Principal shall not
exceed the Invested Amount of the Certificates.
SECTION 4.04. Establishment of [Reserve Fund and]
Funding Accounts. [(a) (i) The Servicer, for the benefit of the Series
[199_-_] Certificateholders, shall cause to be established and maintained in
the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account
(the "Reserve Fund") which shall be identified as the "Reserve Fund for the
CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series [199_-_] Certificateholders. On the Closing Date,
30
the Seller shall cause to be deposited in the Reserve Fund the Initial
Reserve Fund Deposit Amount.
(ii) At the direction of the Servicer, funds on
deposit in the Reserve Fund shall be invested by the Trustee in Eligible
Investments selected by the Servicer that will mature so that such funds will
be available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall be
held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Reserve Fund received prior to such Distribution Date shall be
applied as set forth in Section 4.06(a) [or 4.06(b), as applicable,] of this
Series Supplement. Funds deposited in the Reserve Fund on a Business Day
(which immediately precedes a Distribution Date) upon the maturity of any
Eligible Investments are not required to be invested overnight.]
[(b) (i) The Servicer, for the benefit of the
Series [199_-_] Certificateholders, shall establish and maintain in the name
of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Yield Supplement Account"), which shall be identified as the "Yield
Supplement Account for the CARCO Auto Loan Master Trust Series [199_-_]" and
shall bear a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series [199_-_] Certificateholders. On the
Closing Date, the Seller shall cause to be deposited into the Yield
Supplement Account the Initial Yield Supplement Account Deposit Amount.
(ii) At the direction of the Servicer, funds on
deposit in the Yield Supplement Account shall be invested by the Trustee in
investments consisting of financial assets selected by the Servicer;
provided, however, that such assets must, by their terms, convert to cash
within a finite period of time. All such financial assets shall be held by
the Trustee for the benefit of the Series [199_-_] Certificateholders. On
each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Yield Supplement
Account shall be applied as set forth in Section 4.06(a) [or 4.06(b), as
applicable,] of this Series Supplement.
(iii) If on any Distribution Date there is a Carry-
over Amount, the Servicer shall cause the Trustee to apply the amounts on
deposit in the Yield Supplement Account up to the amount of such Carry-over
Amount to satisfy such Carryover Amount. The Trustee shall be authorized to
dispose of
31
investments in the Yield Supplement Account in order to obtain funds with
which to satisfy any Carry-over Amount.
(iv) If on any Distribution Date the amount on
deposit in the Yield Supplement Account (after giving effect to any
withdrawals to be made from the Yield Supplement Account on such Distribution
Date) is greater than the Yield Supplement Account Required Amount, the
Servicer shall cause the Trustee to pay to the Seller on such Distribution
Date the excess of such amount on deposit in the Yield Supplement Account
over the Yield Supplement Account Required Amount.]
[(c) (i) The Servicer, for the benefit of the
Certificateholders, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), which shall be identified as the "Principal Funding Account for
CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series [199_-_] Certificateholders.
(ii) At the direction of the Servicer, funds on
deposit in the Principal Funding Account shall be invested by the Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit therein shall be applied as set forth in Section 4.06(a) [or 4.06(b),
as applicable] of this Series Supplement. Funds on deposit in the Principal
Funding Account shall be invested at the direction of the Servicer in
Eligible Investments that will mature so that such funds will be available on
or before the close of business on the Business Day next preceding the
Expected Payment Date. Funds deposited in the Principal Funding Account on a
Business Day (which immediately precedes the Expected Payment Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight.]
[(d) (i) The Servicer, for the benefit of the
Series [199_-_] Certificateholders, shall establish and maintain in the name
of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Excess Funding Account"), which shall be identified as the "Excess Funding
Account for CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series [199_-_] Certificateholders. On the Closing Date,
the Seller shall cause to be deposited in the Excess Funding
32
Account an amount equal to the excess of the Initial Principal Amount of the
Series [199_-_] Certificates, if any, over the Initial Invested Amount on the
Closing Date, which excess is equal to [ ].
(ii) At the direction of the Servicer, funds on
deposit in the Excess Funding Account shall be invested by the Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Excess Funding Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement.
Funds deposited in the Excess Funding Account on any Distribution Date shall
be invested at the direction of the Servicer in Eligible Investments that
will mature so that such funds will be available on or before the close of
business on the Business Day next preceding the following Distribution Date.
Funds deposited in the Excess Funding Account on a Business Day (which
immediately precedes a Distribution Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.]
[(e) (i) The Servicer, for the benefit of the
Series [199_-_] Certificateholders, shall establish and maintain in the name
of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Interest Funding Account"), which shall be identified as the "Interest
Funding Account for the CARCO Auto Loan Master Trust Series [199_-_]" and
shall bear a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series [199_-_] Certificateholders.
(ii) At the direction of the Servicer, funds on
deposit in the Interest Funding Account shall be invested by the Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Interest Funding Account shall be applied as set forth in
Section 4.06(a) [or 4.06(b), as applicable,] of this Series Supplement. Funds
deposited in the Interest Funding Account on any Distribution Date (which are
not distributed to Certificateholders pursuant to Section 4.07 on such
Distribution Date) shall be invested at the direction of the Servicer in
Eligible Investments that will mature so that
33
such funds will be available on or before the close of business on the
Business Day preceding the next following Distribution Date. Funds deposited
in the Interest Funding Account on a Business Day (which immediately precedes
a Distribution Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.]
(f) (i) The Trustee shall possess all right,
title and interest in and to all funds on deposit from time to time in, and
all Eligible Investments credited to, [the Reserve Fund,] [the Yield
Supplement Account,] [the Principal Funding Account,] [the Excess Funding
Account] [and the Interest Funding Account] (collectively the "Series
[199_-_] Accounts") and in all proceeds thereof. The Series [199_-_] Accounts
shall be under the sole dominion and control of the Trustee for the benefit
of the Certificateholders. If, at any time, any of the Series [199_-_]
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new Series [199_-_] Account meeting the conditions specified in
paragraph [(a)(i), (b)(i), (c)(i), (d)(i) or (e)(i)] above, as applicable, as
an Eligible Deposit Account and shall transfer any cash and/or any
investments to such new Series [199_-_] Account. Neither the Seller, the
Servicer nor any person or entity claiming by, through or under the Seller,
the Servicer or any such person or entity shall have any right, title or
interest in, or any right to withdraw any amount from, any Series [199_-_]
Account, except as expressly provided herein. Schedule 1, which is hereby
incorporated into and made part of this Series Supplement, identifies each
Series [199_-_] Account by setting forth the account number of each such
account, the account designation of each such account and the name of the
institution with which such account has been established. If a substitute
Series [199_-_] Account is established pursuant to this Section, the Servicer
shall provide to the Trustee an amended Schedule 1, setting forth the
relevant information for such substitute Series [199_-_] Account.
(ii) Pursuant to the authority granted to the
Servicer in Section 3.01(a) of the Agreement, the Servicer shall have the
power, revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee to make withdrawals and payments from the Series
[199_-_] Accounts for the purposes of carrying out the Servicer's or
Trustee's duties hereunder.
34
SECTION 4.05. Deficiency Amount. With respect to
each Distribution Date [that occurs on or prior to the Fully Reinvested Date
or any Distribution Date thereafter during the Revolving Period], on the
related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which (a) the sum of (i) Monthly Interest
for such Distribution Date, (ii) any Monthly Interest previously due but not
[deposited to the Interest Funding Account or] distributed to the Series
[199_-_] Certificateholders on a prior Distribution Date, (iii) Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not [deposited to the Interest Funding Account or]
distributed to the Series [199_-_] Certificateholders on a prior Distribution
Date, (iv) the Certificateholders Monthly Servicing Fee for such Distribution
Date, (v) the Investor Default Amount, if any, for such Distribution Date,
(vi) the Series [199_-_] Allocation Percentage of the amount of any
Adjustment Payment required to be deposited in the Collection Account
pursuant to Section 3.09(a) of the Agreement with respect to the related
Collection Period that has not been so deposited as of such Determination
Date, and (vii) if such Distribution Date constitutes the Final Payment Date
the sum of (A) the amount of any Carry-over Amount for such Distribution
Date, (B) the amount of any Carry-over Amount previously due but not
previously [deposited in the Interest Funding Account or] distributed to
Series [199_-_] Certificateholders on a prior Distribution Date, (C) the
amount of any Additional Carryover Amount for such Distribution Date and (D)
the amount of any Additional Carry-over Amount previously due but not]
previously [deposited in the Interest Funding Account or] paid to Series
[199_-_] Certificateholders on a prior Distribution Date, in each case that
will not be satisfied on such date by application, pursuant to Section
4.04(b)(iii), of amounts on deposit in the Yield Supplement Account, exceeds
(b) the sum of [(i)] Investor Non-Principal Collections for such Distribution
Date plus any Investment Proceeds with respect to such Distribution Date
[plus Series [199_-_] Excess Interest Collections for such Distribution Date]
[and (ii) the amount of funds in the Reserve Fund which are available
pursuant to Section 4.08(a) and Section 4.08(d) to cover any portion of the
Deficiency Amount.] The lesser of the Deficiency Amount and the Available
Subordinated Amount shall be the "Required Subordination Draw Amount".
[Include other sources of funds and applications of the Required
Subordination Draw Amount, as appropriate.]
SECTION 4.06. Application of Investor Non-
Principal Collections, Investment Proceeds and Available Investor
35
Principal Collections. The Servicer shall cause the Trustee to apply, on each
Distribution Date, Investor Non-Principal Collections, Investment Proceeds[,
Series [199_-_] Excess Interest Collections] and Available Investor Principal
Collections [other amounts] to make the following distributions:
(a) On each Distribution Date [with respect to a
Collection Period that ends prior to the Fully Reinvested Date and each
Collection Period thereafter during the Revolving Period], an amount equal to
the sum of Investor Non-Principal Collections, any Investment Proceeds [and
any Series [199_-_] Excess Interest Collections] with respect to such
Distribution Date [other amounts] will be distributed in the following
priority:
[(i) first, an amount equal to Monthly Interest for
such Distribution Date, plus the amount of any Monthly Interest
previously due but not [deposited to the Interest Funding Account
or] distributed to the Series [199_-_] Certificateholders on a
prior Distribution Date, plus the amount of any Additional
Interest for such Distribution Date and any Additional Interest
previously due but not [deposited to the Interest Funding Account
or] distributed to the Series [199_-_] Certificateholders on a
prior Distribution Date shall be [deposited to the Interest
Funding Account] [distributed to the Series [199_-_]
Certificateholders];
(ii) second, an amount equal to the
Certificateholders Monthly Servicing Fee for such Distribution
Date shall be distributed to the Servicer (unless such amount has
been netted against deposits to the Collection Account or
waived);
[(iii) third, an amount equal to the Reserve Fund
Deposit Amount, if any, for such Distribution Date shall be
deposited in the Reserve Fund;]
(iv) fourth, an amount equal to the Investor Default
Amount for such Distribution Date shall be treated as a portion
of Investor Principal Collections for such Distribution Date;
[(v) fifth, an amount equal to the Carry-over Amount
(after giving effect to any withdrawals from the Yield Supplement
Account on such Distribution Date), if any, for such Distribution
Date, plus the amount of any Carry-over Amount previously due but
not previously [deposited in the Interest Funding Account or]
36
distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date, plus the amount of any Additional Carry-over
Amount for such Distribution Date and any Additional Carry-over
Amount previously due but not previously [deposited in the
Interest Funding Account or] distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date shall be
[deposited in the Interest Funding Account] [distributed to the
Series [199_-_] Certificateholders];]
[(vi) sixth, an amount equal to the Yield Supplement
Account Deposit Amount, if any, for such Distribution Date shall
be deposited in the Yield Supplement Account;] and
[(vii) seventh, describe other applications, if any];
and
(viii) eighth, the balance, if any, shall constitute
Excess Servicing and shall be allocated and distributed as set
forth in Section 4.10.]
[(b) On each Distribution Date with respect to a
Collection Period that ends after the Fully Reinvested Date [other than any
such Collection Period during the Revolving Period], any Investment Proceeds
[and Series [199_-_] Excess Interest Collections] [describe other funds] with
respect to such Distribution Date will be distributed in the following
priority:
(i) first, (x) an amount equal to Monthly, Interest
for such Distribution Date, plus the amount of any Monthly
Interest previously due but not [deposited in the Interest
Funding Account or] distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date, plus the amount
of any Additional Interest for such Distribution Date and any
Additional Interest previously due but not [deposited in the
Interest Funding Account or] distributed to Series [199_-_]
Certificateholders on a prior Distribution Date shall be
[deposited in the Interest Funding Account] [distributed to
Series [199_-_] Certificateholders;
[(ii) second, describe other applications; and]
(iii) third, the balance, if any, shall be [distributed to
the Seller] [treated as Excess Interest Collections].]
37
(c) On each Distribution Date with respect to the
Revolving Period, an amount equal to Available Investor Principal Collections
deposited in the Collection Account for the related Collection Period shall
be [allocated first to make a deposit to the Excess Funding Account if the
sum of (i) the Invested Amount and (ii) the amount on deposit in the Excess
Funding Account (other than any Investment Proceeds) prior to the allocation
on such Distribution Date is less than the outstanding principal balance of
the Series [199_-_] Certificates and second] treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the Agreement.
(d) On each Distribution Date with respect to the
[Accumulation Period] [Controlled Amortization Period] or an Early
Amortization Period [or Reinvestment Period], an amount equal to Available
Investor Principal Collections will be distributed in the following priority:
(i) first, an amount equal to Monthly Principal for
such Distribution Date, shall be [deposited by the Servicer or
the Trustee into the Principal Funding Account, in the case of
the Accumulation Period or] [any Reinvestment Period, or]
distributed to Series [199_-_] Certificateholders, in the case of
[the Controlled Amortization Period or] and Early Amortization
Period; and
(ii) second, for each Distribution Date with respect
to the [Accumulation Period] [Controlled Amortization Period]
unless an Early Amortization Event [or Reinvestment Event] [that
has not been cured as described herein] has occurred, after
giving effect to the transactions referred to in clause (i)
above, an amount equal to the balance, if any, of such Available
Investor Principal Collections shall be treated as Excess
Principal Collections and applied in accordance with Section 4.04
of the Agreement and Section 4.11 hereof.
SECTION 4.07. Distributions to Series [199_-_]
Certificateholders. (a) The Servicer shall cause the Trustee to make the
following distributions at the following times from the Collection Account,
[the Reserve Fund,] [the Principal Funding Account] [the Interest Funding
Account,] [other] and [the Excess Funding Account]:
(i) on each [Distribution Date] [Interest Payment
Date and Special Payment Date], all amounts on deposit in the
Collection Account, [the Reserve Fund,] [the Interest Funding
Account,] [other] that are payable to
38
the Series [199_-_] Certificateholders with respect to
accrued interest will be distributed to the Series
[199_-_] Certificateholders;
[(ii) on each Distribution Date with respect to the
Controlled Amortization Period, all amounts on deposit in the
Collection Account [and the Excess Funding Account] as are
distributable to the Series [199_-_] Certificateholders with
respect to principal will be distributed to the Series [199_-_]
Certificateholders;] and
(iii) on each Special Payment Date and on the
Expected Payment Date, all amounts on deposit in the Principal
Funding Account [and the Excess Funding Account] [other], up to a
maximum amount on any such day equal to the excess of the
outstanding principal balance of the Series [199_-_] Certificates
over the unreimbursed Investor Charge-Offs, shall be distributed
to the Series [199_-_] Certificateholders.
[(b) On each Distribution Date on which there is
any Carry-over Amount or Additional Carry-over Amount, the Servicer shall
instruct the Trustee to distribute to the Certificateholders the amounts
payable with respect thereto pursuant to Section 4.04(b)(iii) and Section
4.06(a).]
(c) If, on the Final Payment Date, there is any
Carry-over Amount or Additional Carry-over Amount (after giving effect to any
distributions on such date pursuant to Section 4.07(b)), the Servicer shall
instruct the Trustee to distribute to the Series 1996-1 Certificateholders
the amounts payable with respect thereto pursuant to Sections 4.08(b) and
4.08(d).
(d) The distributions to be made pursuant to this
Section are subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02
of the Agreement and Sections 9.01 and 9.02 of this Series Supplement.
SECTION 4.08. Application of [Reserve Fund and]
Available Subordinated Amount. [(a) If the portion of Investor Non-Principal
Collections, [Series [199_-_] Excess Interest Collections] and Investment
Proceeds allocated to Series [199_-_] Certificateholders on any Distribution
Date pursuant to Section 4.06(a) [or 4.06(b)] is not sufficient to make the
entire distributions required on such Distribution Date by Sections
4.06(a)[(i), (ii) and (iv)], [or 4.06(b)(i), respectively], the Servicer
shall cause the Trustee to withdraw funds from the Reserve Fund to the extent
available therein, and apply such funds to complete
39
the distributions pursuant to Section 4.06[(a)(i), (ii) and (iv)] [or
4.06(b)(i), as the case may be]; provided, however, that during any Early
Amortization Period (other than an Early Amortization Period which has ended
as described in clause [ ] of the definition thereof) [or Reinvestment Period
(other than a Reinvestment Period that has ended as described in clause [ ]
of the definition thereof) funds shall not be withdrawn from the Reserve Fund
to make distributions otherwise required by Section 4.06(a)(iv) to the extent
that, after giving effect to such withdrawal, the amount on deposit in the
Reserve Fund shall be less than $1,000,000.]
(b) If there is a Required Subordination Draw
Amount for such Distribution Date and such Distribution Date is not the Final
Payment Date, the Servicer shall apply or cause the Trustee to apply the
Available Seller's Collections on deposit in the Collection Account on such
Distribution Date, but only up to the amount of the Required Subordination
Draw Amount, to make the distributions required by Sections 4.06[(a)(i), (ii)
and (iv)] [that have not been made through the application of funds from the
Reserve Fund in accordance with the preceding paragraph]. If there is a
Required Subordination Draw Amount for such Distribution Date and such
Distribution Date is the Final Payment Date, the Servicer shall apply or
cause the Trustee to apply the Available Seller's Collections on deposit in
the Collection Account on such Distribution Date, but only up to the amount
of the Required Subordination Draw Amount, to make the distributions required
by Sections 4.06 [(a)(i), (ii), (iv) and (v)] [that have not been made
through the application of funds from the Reserve Fund in accordance with
Section 4.08(d)]. Any such Available Seller's Collections remaining after the
application thereof pursuant to the first or second preceding sentence, as
applicable, shall be treated as a portion of Investor Principal Collections
for such Distribution Date, but only up to the amount of unpaid Adjustment
Payments allocated to Series [199_-_] as described in Section 4.05(a)(vi).
The amount of the Available Seller's Collections applied in accordance with
the three preceding sentences shall reduce the Available Subordinated Amount
in all other cases as described in clause (A) of the definition thereof. If
the Required Subordination Draw Amount exceeds Available Seller's Collections
for such Distribution Date, the Available Subordinated Amount shall be
further reduced by the amount of such excess, but not by more than the sum of
(x) the Investor Default Amount and (y) the amount of unpaid Adjustment
Payments allocated to Series [199_-_] as described in Section 4.05 (a)(vi).
40
[(c) If, after giving effect to the allocations
of, distributions from, and deposits in, the Reserve Fund made pursuant to
Sections 4.01(c), 4.04, 4.06(a), 4.08(a) and 4.08(d), (i) the amount in the
Reserve Fund is greater than the Reserve Fund Required Amount (or, for any
Distribution Date with respect to an Early Amortization Period [or
Reinvestment Period], the Excess Reserve Fund Required Amount) for such
Distribution Date, the Servicer shall cause the Trustee to distribute such
excess amount to the Seller, subject to the proviso contained in paragraph
(e) or (ii) the amount in the Reserve Fund is less than such Reserve Fund
Required Amount, then the Trustee shall deposit any remaining Available
Seller's Collections on deposit in the Collection Account for such
Distribution Date after giving effect to Section 4.09(b) into the Reserve
Fund until the amount in the Reserve Fund is equal to such Reserve Fund
Required Amount. On the Termination Date, any funds in the Reserve Fund will
be treated as Available Investor Principal Collections. Upon payment in full
of the outstanding principal balance of the Series [199_-_] Certificates, any
funds remaining on deposit in the Reserve Fund shall be paid to the Seller.]
[(d) If, on the Final Payment Date, after giving
effect to (c) above, there is a Carry-over Amount or Additional Carry-over
Amount after giving effect to withdrawals from the Yield Supplement Account
on such date, the Servicer shall cause the Trustee to withdraw funds in the
amount of such Carry-over Amount or Additional Carryover Amount from the
Reserve Fund (to the extent available therein), and distribute such funds to
the Series [199_-_] Certificateholders. Any funds remaining on deposit in the
Reserve Fund after the earlier of (i) payment in full of the outstanding
principle balance of the Series [199_-_] Certificates and (ii) the Series
Termination Date shall be paid to the Seller.]
[(e) If, for any Distribution Date with respect
to an Early Amortization Period [or a Reinvestment Period], after giving
effect to the allocations of, distributions from, and deposits in, the
Reserve Fund made pursuant to Sections 4.01(c), 4.04, 4.06(a) and 4.08(a),
the amount in the Reserve Fund is less than the Excess Reserve Fund Required
Amount for such Distribution Date, the Trustee shall deposit any remaining
Available Seller's Collections on deposit in the Collection Account for such
Distribution Date into the Reserve Fund until the amount in the Reserve Fund
is equal to such Excess Reserve Fund Required Amount.]
(f) The balance of Available Seller's Collections
on any Distribution Date, after giving effect to any
41
distributions thereof pursuant to Section [4.08(a), (b), (c), (d) or (e),]
shall be distributed to the Seller on such Distribution Date[; provided that,
in the case of any remaining Available Seller's Principal Collections, if the
Trust Available Subordinated Amount for the immediately preceding
Determination Date exceeds the Seller's Participation Amount on such date
(determined after giving effect to any Principal Receivables transferred to
the Trust on such Distribution Date), Section 4.08(c) hereof shall not apply
and the amount of such excess shall be deposited into the Reserve Fund, with
any remaining Available Seller's Principal Collections paid to the Seller.]
SECTION 4.09. Investor Charge-Offs. If, on any
Distribution Date on which the Available Subordinated Amount on the preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date) is zero and
the Deficiency Amount for such Distribution Date is greater than zero, the
Invested Amount shall be reduced by the amount of the excess of such
Deficiency Amount over any remaining Available Subordinated Amount on such
Determination Date, but not by more than the Investor Default Amount.
Investor Charge-Offs shall thereafter be reimbursed and the Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed
Investor Charge-Offs on any Distribution Date) by the sum of (a) Allocable
Miscellaneous Payments with respect to such Distribution Date and (b) the
amount of Excess Servicing allocated and available for that purpose pursuant
to Section 4.10(a).
SECTION 4.10. Excess Servicing. The Servicer
shall cause the Trustee to apply, on each Distribution Date [with respect to
Collection Period that ends prior to the Fully Reinvested Date] [or any such
Collection Period thereafter during the Revolving Period], Excess Servicing
with respect to the Collection Period immediately preceding such Distribution
Date, to make the following distributions in the following priority:
(a) an amount equal to the aggregate amount of
Investor Charge-Offs which have not been previously reimbursed as
provided in Section 4.09 (after giving effect to the allocation
on such Distribution Date of any amount for that purpose pursuant
to Section 4.09) shall be treated as a portion of Available
Investor Principal Collections with respect to such Distribution
Date;
(b) an amount equal to the aggregate outstanding
amounts of the Certificateholders Monthly Servicing Fee
42
which have been previously waived pursuant to
Section 3.01 shall be distributed to the Servicer; and
[(c) describe other applications;] and
(d) the balance, if any, shall be [distributed to
the Seller][treated as Excess Interest Collections].
SECTION 4.11. Excess Principal Collections.
(a) That portion of Excess Principal Collections for any Distribution Date
equal to the amount of Series [19_-_] Excess Principal Collections for such
Distribution Date will be allocated to Series [199_-_] and will be
distributed as set forth in this Series Supplement.
(b) Series [199_-_] Excess Principal Collections,
with respect to any Distribution Date, shall mean an amount equal to the
Series [199_-_] Principal Shortfall for such Distribution Date; provided,
however, that, if the aggregate amount of Excess Principal Collections for
all Series for such Distribution Date is less than the aggregate amount of
Principal Shortfalls for all Series for such Distribution Date, then Series
[199_-_] Excess Principal Collections for such Distribution Date shall equal
the product of (x) Excess Principal Collections for all Series for such
Distribution Date and [(y) a fraction, the numerator of which is the Series
[199_-_] Principal Shortfall for such Distribution Date and the denominator
of which is the aggregate amount of Principal Shortfalls for all Series for
such Distribution Date] [describe other non-pro rata formula, if applicable].
The Series [199_-_] Principal Shortfall, with respect to any Distribution
Date, shall equal the excess of (i) (x) [for any Distribution Date with
respect to the Accumulation Period, the Controlled Deposit Amount [other]
[for any Distribution Date with respect to the Controlled Amortization
Period, the Controlled Distribution Amount] [other], or (y) for any
Distribution Date with respect to an Early Amortization Period [or
Reinvestment Period], the [Invested Amount] [other], over (ii) Available
Investor Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Excess Principal Collections).
[SECTION 4.12. Excess Interest Collections.
[Describe allocations of Excess Interest Collections, if applicable.]
[SECTION 4.13. Excess Funding Account. (a) Any
funds on deposit in the Excess Funding Account on [the earlier of] [the [ ]
Distribution Date] [the Principal Commencement Date] will be deposited in the
Principal
43
Funding Account on such date. In addition, on each Distribution Date with
respect to the Controlled Amortization Period an amount equal to the quotient
obtained by dividing the amount on deposit in the Excess Funding Account as
of the [ ] Distribution Date (after giving effect to any withdrawals from or
deposits to such account on such date) by [ ] will be distributed to Series
[199_-_] Certificateholders on such date in respect of principal of the
Series [199_-_] Certificates.] In addition, no funds will be deposited in the
Excess Funding Account during any Early Amortization Period [or Reinvestment
Period] or with respect to any Collection Period following the [ Collection
Period] [the Accumulation Period Commencement Date].
(b) On each Determination Date during the
Revolving Period, the Seller shall determine whether the sum of the Invested
Amount and the amount on deposit in the Excess Funding Account (other than
any Investment Proceeds) is greater than the outstanding principal balance of
the Series [199_-_] Certificates. If on any such Determination Date such sum
is greater than the outstanding principal balance of the Series [199_-_]
Certificates and thus there are sufficient Principal Receivables in the Trust
to permit an increase in the Invested Amount without causing an Early
Amortization Event to occur with respect to any outstanding Series, the
Seller shall notify the Trustee of the amount of the increase in the Invested
Amount. Subject to the provisions set forth below in this Section 4.12(b) and
to Sections 4.12(c) and (d) below, upon receipt of such notice the Invested
Amount shall be increased by the amount specified, and the Servicer shall
instruct the Trustee to withdraw from the Excess Funding Account and pay to
the Seller or allocate to one or more other Series, on the immediately
succeeding Distribution Date, an amount equal to the amount of such increase
in the Invested Amount. Such payment shall be in payment or partial payment
pursuant to the Receivables Purchase Agreement for additional Principal
Receivables transferred to the Trust or allocated to Series [199_-_]. To the
extent that the Invested Amount is increased by any payment to the Seller or
any allocation to one or more other Series, the Seller's Interest or such
other Series' invested amount, as applicable, shall be reduced by the amount
of such payment. In addition, any increase in the Invested Amount is subject
to the condition that after giving effect to such increase (i) the Pool
Balance equals or exceeds (ii) the sum of (A) the Required Participation
Amount, (B) the sum of the Required Subordinated Amount and the sum of the
required subordinated amounts for all other Series (or, if such other series
shall have no required subordinated amount, the available
44
subordinated amount with respect to such Series) and (C) the sum of any
subordinated amounts supporting any Enhancement for all other Series. In
connection with the foregoing, the Seller shall endeavor (taking into account
any seasonality experienced in the Accounts in the Trust) to minimize the
amounts on deposit, from time to time, in the Excess Funding Account.
(c) In the event that other Series issued by the
Trust provide for excess funding accounts or other arrangements similar to
the Excess Funding Account involving fluctuating levels of investments in
Principal Receivables, (i) the allocation of additional Principal Receivables
to increase the Invested Amount and the invested amounts of such other Series
(and the related withdrawals from the Excess Funding Account and the other
excess funding or similar accounts) will be based on the proportion that the
amount on deposit in the Excess Funding Account bears to amounts on deposit
in the excess funding accounts of all Series providing for excess funding
accounts or such similar arrangements or to amounts otherwise similarly
available and (ii) the deposit of amounts into the Excess Funding Account and
the excess funding accounts of such other Series will be pro rata based on
the proportion that the Adjusted Invested Amount bears to the adjusted
invested amounts of all Series providing for excess funding accounts or such
similar arrangements.
(d) In the event that any other Series is in an
amortization, early amortization, reinvestment or accumulation period the
amounts of any withdrawals from the Excess Funding Account shall be applied
first to satisfy in full any then applicable funding or payment requirements
of such Series and second to make a payment to the Seller. In the event that
more than one other Series is in an amortization, early amortization,
reinvestment or accumulation period, the amounts of any withdrawals from the
Excess Funding Account shall be allocated (and, if necessary, reallocated)
among such Series as specified in the related Series Supplement to meet the
funding or payment requirements of each such Series first to satisfy in full
all then applicable funding or payment requirements of each such Series and
second to make a payment to the Seller.]
[SECTION 4.14. Accumulation Period Length;
Accumulation Period Commencement Date. Beginning on the [ ]
Distribution Date, and on each Distribution Date thereafter that occurs prior
to the Accumulation Period Commencement Date, the Servicer shall calculate the
Accumulation Period Length and, if applicable, determine the Accumulation
Period Commencement Date. Once the Servicer
45
has determined the Accumulation Period Commencement Date, the Servicer shall
promptly notify the Trustee in writing of such determination. In connection
therewith, the Seller hereby agrees not to cause the Trust to issue any new
Series during the period from the date hereof until the date that the Series
[199_-_] Certificates shall have been paid in full, if such issuance would
have an adverse effect on the results obtained by application of the formula
used to compute the Accumulation Period Length.]
[SECTION 4.15. Enhancement. [To be provided.]
ARTICLE V
Distributions and Reports
to Series [199_-_] Certificateholders
SECTION 5.01. Distributions. (a) On each
Distribution Date, the Trustee shall distribute to each Series [199_-_]
Certificateholder of record on the preceding Record Date (other than as
provided in Section 12.02 of the Agreement respecting a final distribution)
such Certificate holder's pro rata share (based on the aggregate fractional
undivided interests represented by the Series [199_-_] Certificates held by
such Certificateholder) of the amounts on deposit in the Series [199_-_]
Accounts as is payable to the Series [199_-_] Certificateholders on such
Distribution Date pursuant to Section 4.07.
(b) Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to Series
[199_-_] Certificateholders hereunder shall be made by check mailed to each
Series [199_-_] Certificateholder at such Certificateholder's address
appearing in the Certificate Register without presentation or surrender of
any Series [199_-_] Certificate or the making of any notation thereon;
provided, however, that, with respect to Series [199_-_] Certificates
registered in the name of a Depository, such distributions shall be made to
such Depository in immediately available funds.
SECTION 5.02. Reports and Statements to Series
[199_-_] Certificateholders. (a) At least two Business Days prior to each
Distribution Date, the Servicer will provide to the Trustee, and on each
Distribution Date, the Trustee shall forward to each Series [199_-_]
Certificateholder, a statement substantially in the form of Exhibit B
prepared by the Servicer setting forth certain
46
information relating to the Trust and the Series [199_-_] Certificates.
(b) A copy of each statement provided pursuant to
paragraph (a) will be made available for inspection at the
Corporate Trust Office.
(c) On or before January 31 of each calendar
year, beginning with calendar year 199[], the Trustee shall furnish or cause
to be furnished to each Person who at any time during the preceding calendar
year was a Series [199_-_] Certificateholder (or Certificate Owner), a
statement prepared by the Servicer containing the information which is
required to be contained in the statement to Series [199_-_]
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person (or
any related Certificate Owner) was a Series [199_-_] Certificateholder (or
Certificate Owner), together with other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code and
such other customary information as is necessary to enable the Series
[199_-_] Certificateholders (or Certificate Owners) to prepare their tax
returns. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Internal Revenue
Code as from time to time in effect.
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events.
The occurrence of any of the following events shall, immediately upon the
occurrence thereof without notice or other action on the part of the Trustee
or the Series [199_-_] Certificateholders, be deemed to be an Early
Amortization Event solely with respect to Series [199_-_]:
[(a) the Trust shall file a petition commencing a
voluntary case under any chapter of the Federal bankruptcy laws;
or the Trust shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment, or composition under any
other similar applicable Federal law, or shall consent to the
filing of any such petition, answer, or consent; or the Trust
shall appoint, or consent to the appointment of, a custodian,
receiver, liquidator, trustee, assignee, sequestrator or other
similar official in bankruptcy or
47
insolvency of it or of any substantial part of its property; or
the Trust shall make an assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts
generally as they become due;
(b) any order for relief against the Trust shall have
been entered by a court having jurisdiction in the premises under
any chapter of the Federal bankruptcy laws, and such order shall
have continued undischarged or unstayed for a period of 60 days;
or a decree or order by a court having jurisdiction in the
premises shall have been entered approving as properly filed a
petition seeking reorganization, arrangement, adjustment, or
composition of the Trust under any other similar applicable
Federal law, and such decree or order shall have continued
undischarged or unstayed for a period of 120 days; or a decree or
order of a court having jurisdiction in the premises for the
appointment of a custodian, receiver, liquidator, trustee,
assignee, sequestrator, or other similar official in bankruptcy
or insolvency of the Trust or of any substantial part of its
property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120
days;
(c) the outstanding principal amount of the Series
[199_-_] Certificates is not repaid by the Expected Payment Date.
(d) on any Determination Date, the average of the
Monthly Payment Rates for the two preceding Collection Periods is
less than [ ]%;
(e) on any Determination Date, the Available
Subordinated Amount for the next Distribution Date will be less
than the Required Subordinated Amount on such Determination Date,
after giving effect to the distributions to be made on the next
Distribution Date;
(f) any Service Default with respect to Series
[199_-_] occurs;
(g) on any Determination Date, as of the last day of
the preceding Collection Period, the aggregate amount of
Principal Receivables relating to Used Vehicles exceeds [ ]% of
the Pool Balance on such last day;
48
(h) on any Determination Date, the quotient obtained
by dividing (i) the sum of (x) the amount on deposit in the Yield
Supplement Account on the next Distribution Date, after giving
effect to the distributions to be made on such Distribution Date,
and (y) the amount on deposit in the Yield Supplement Account on
the immediately preceding Distribution Date, after giving effect
to the distributions made on such Distribution Date, by (ii) the
sum of (A) the outstanding principal balance of the Series
[199_-_] Certificates on the next Distribution Date, after giving
effect to all distributions and payments to be made on such
Distribution Date and (B) the outstanding principal balance of
the Series [199_-_] Certificates on the immediately preceding
Distribution Date, after giving effect to all distributions and
payments made on such Distribution Date, is less than [ ];
(i) any Carry-over Amount or Additional Carry-over
Amount is outstanding on six consecutive Distribution
Dates;
(j) the outstanding principal amount of the Series
199_-_ Certificates is not repaid by the Expected
Payment Date; and
(k) [other]. 1/
ARTICLE VII
Reinvestment Events
SECTION 7.01. Reinvestment Events. If any one of
the following events shall occur:
(a) a failure by the Seller to convey Receivables in
Additional Accounts to the Trust within five Business Days after
the day on which it is required to convey such Receivables
pursuant to the Agreement;
(b) the Servicer (or CFC, if it is not the Servicer)
shall file a petition commencing a voluntary case under any
chapter of the Federal bankruptcy laws; or the Servicer (or CFC,
as aforesaid) shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment, or composition under any
other similar applicable Federal law, or shall consent to the
--------
1/Delete or modify, as applicable.
49
filing of any such petition, answer, or consent; or the Servicer
(or CFC, as aforesaid) shall appoint, or consent to the
appointment of, a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property; or
the Servicer (or CFC, as aforesaid) shall make an assignment for
the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due;
(c) any order for relief against the Servicer (or
CFC, if it is not the Servicer) shall have been entered by a
court having jurisdiction in the premises under any chapter of
the Federal bankruptcy laws, and such order shall have continued
undischarged or unstayed for a period of 60 days; or a decree or
order by a court having jurisdiction in the premises shall have
been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of the
Servicer (or CFC, as aforesaid) under any other similar
applicable Federal law, and such decree or order shall have
continued undischarged or unstayed for a period of 120 days; or a
decree or order of a court having jurisdiction in the premises
for the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Servicer (or CFC, as aforesaid)
or of any substantial part of its property, or for the winding up
or liquidation of its affairs, shall have been entered, and such
decree or order shall have remained in force undischarged or
unstayed for a period of 120 days;
(d) Chrysler shall file a petition commencing a
voluntary case under any chapter of the Federal bankruptcy laws;
or Chrysler shall file a petition or answer or consent seeking
reorganization, arrangement, adjustment, or composition under any
other similar applicable Federal law, or shall consent to the
filing of any such petition, answer, or consent; or Chrysler
shall appoint, or consent to the appointment of, a custodian,
receiver, liquidator, trustee, assignee, sequestrator or other
similar official in bankruptcy or insolvency of it or of any
substantial part of its property; or Chrysler shall make an
assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become
due;
50
(e) any order for relief against Chrysler shall have
been entered by a court having jurisdiction in the premises under
any chapter of the Federal bankruptcy laws, and such order shall
have continued undischarged or unstayed for a period of 60 days;
or a decree or order by a court having jurisdiction in the
premises shall have been entered approving as properly filed a
petition seeking reorganization, arrangement, adjustment, or
composition of Chrysler under any other similar applicable
Federal law, and such decree or order shall have continued
undischarged or unstayed for a period of 120 days; or a decree or
order of a court having jurisdiction in the premises for the
appointment of a custodian, receiver, liquidator, trustee,
assignee, sequestrator, or other similar official in bankruptcy
or insolvency of Chrysler or of any substantial part of its
property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120
days;
(f) failure on the part of the Seller, the Servicer
or CFC, as applicable, (i) to make any payment or deposit
(including any Transfer Deposit Amount or Adjustment Payment)
required by the terms of the Agreement or the Receivables
Purchase Agreement on or before the date occurring two Business
Days after the date such payment or deposit is required to be
made therein, or (ii) with respect to any Series, to deliver a
Distribution Date Statement within five Business Days of the day
such item is due to be delivered under the Agreement, or (iii)
duly to observe or perform in any material respect the covenant
of the Seller set forth in Section 2.06(a) of the Agreement or
(iv) duly to observe or perform in any material respect any other
covenants or agreements of the Seller or the Servicer, as the
case may be, set forth in the Agreement or the Receivables
Purchase Agreement, which failure in the case of this clause (iv)
continues unremedied for a period of 45 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Seller by the Trustee or
any Enhancement Provider;
(g) any representation or warranty made by CFC in the
Receivables Purchase Agreement or the Seller in the Agreement or
any information contained in a computer file or microfiche or
written list required to be delivered by the Seller pursuant to
Section 2.01, 2.05, 2.07 or 2.08 of the Agreement, (i) shall
prove to have been incorrect in any material respect when made or
51
when delivered, and shall continue to be incorrect in any
material respect for a period of 60 days after the date on which
written notice of such failure, requiring the same to be
remedied, shall have been given to the Seller by the Trustee and
(ii) as a result of such incorrectness the interests of the
Holders of the Investor Certificates are materially and adversely
affected; provided, however, that a Reinvestment Event shall not
be deemed to have occurred under this paragraph if the Seller has
repurchased the related Receivable or all such Receivables, if
applicable, during such period in accordance with the provisions
of the Agreement;
(h) on any Determination Date, the average of the
Monthly Payment Rates for the two preceding Collection
Periods is less than [ ]%;
(i) on any Determination Date, the Available
Subordinated Amount for the next Distribution Date will be less
than the Required Subordinated Amount on such Determination Date,
after giving effect to the distributions to be made on the next
Distribution Date;
(j) any Service Default with respect to
Series [199_-_] occurs;
(k) on any Determination Date, as of the last day of
the preceding Collection Period, the aggregate amount of
Principal Receivables relating to Used Vehicles exceeds [ ]% of
the Pool Balance on such last day;
(l) on any Determination Date, the quotient obtained
by dividing (i) the sum of (x) the amount on deposit in the Yield
Supplement Account on the next Distribution Date, after giving
effect to the distributions to be made on such Distribution Date,
and (y) the amount on deposit in the Yield Supplement Account on
the immediately preceding Distribution Date, after giving effect
to the distributions made on such Distribution Date, by (ii) the
sum of (A) the outstanding principal balance of the Series
[199_-_] Certificates on the next Distribution Date, after giving
effect to all distributions and payments to be made on such
Distribution Date, and (B) the outstanding principal balance of
the Series [199_-_] Certificates on the immediately preceding
Distribution Date, after giving effect to all distributions and
payments made on such Distribution Date, is less than [ ]%;
52
(m) interest at the Certificate Rate is not paid
on the Series [199_-_] Certificates on any
[Distribution Date] [Interest Payment Date];
(n) the delivery by the Seller to the Trustee of a
notice, stating that the Seller will no longer continue to sell
Receivables to the Trust on [ ] or any yearly anniversary
thereof; provided that the Seller shall have delivered to the
Trustee an Opinion of Counsel to the effect that, following the
suspension of the sale of Receivables, the Trust shall not become
an "investment company" within the meaning of the Investment
Company Act;
(o) any Carry-over Amount or Additional Carry-over
Amount is outstanding on six consecutive Distribution Dates; or
(p) [other];
then, subject to applicable law, and after the applicable grace period, if
any, a reinvestment event (a "Reinvestment Event") shall occur without any
notice or other action on the part of the Trustee, any Agent, the Series
[199_-_] Certificateholders or any other Beneficiary, immediately upon the
occurrence of such event.] 2/
[ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase. (a) On any
Distribution Date occurring after the date on which the Invested Amount is
reduced to $[ ] or less, the Seller shall have the option, subject to the
condition set forth in paragraph (c) to purchase the entire Series [199_-_]
Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Seller shall give the Servicer and the
Trustee at least 10 days' prior written notice of the Distribution Date on
which the Seller intends to exercise such purchase option. Not later than
12:00 noon, New York City time, on such Distribution Date the Seller shall
deposit the Reassignment Amount into the Collection Account in immediately
available funds. Such purchase option is subject to payment in full of the
Reassignment Amount. The
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2/Delete or modify as appropriate.
53
Reassignment Amount shall be distributed as set forth in Section 9.01(b).]
(c) [Add other repurchase provisions, if applicable.]
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest
Pursuant to Section 2.03 of the Agreement; Distributions Pursuant to [Section
8.01 of This Series Supplement or] Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the Seller to the Collection Account with
respect to Series [199_-_] in connection with a purchase of the
Certificateholders' Interest pursuant to Section 2.03 of the Agreement shall
equal the Reassignment Amount for the Distribution Date on which such
repurchase occurs.
(b) With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section [8.01 or] 9.01 of
this Series Supplement or Section 2.03 of the Agreement or any Termination
Proceeds deposited into the Collection Account pursuant to Section 12.02(c)
of the Agreement, the Trustee shall, not later than 12:00 noon, New York City
time, on the Distribution Date on which such amounts are deposited (or, if
such date is not a Distribution Date, on the immediately following
Distribution Date) (in the priority set forth below): (i) first, (x) deposit
the Invested Amount on such date [into the Principal Funding Account] and (y)
deposit the amount of accrued and unpaid interest on the unpaid balance of
the Series [199_-_] Certificates, plus the amount of Additional Interest, if
any, for such Distribution Date and any Additional Interest, Carry-over
Amount, Additional Carry-over Amount or Asset Composition Premium previously
due but not paid to Series [199_-_] Certificateholders on any prior
Distribution Date, up to the Reassignment Amount for Series [199_-_] and (ii)
second, pay the remainder of any Termination Proceeds to the Seller.
[Describe other applications, if any.]
(c) Notwithstanding anything to the contrary in
this Series Supplement or the Agreement, the entire amount deposited [in the
Principal Funding Account] pursuant to Section [8.01 or] 9.01 and all other
amounts on deposit therein shall be distributed in full to the Series
[199_-_] Certificateholders on such date and any distribution made
54
pursuant to paragraph (b) above shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement with respect to Series [199_-_].
SECTION 9.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the
Agreement. (a) Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall first (in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the Invested Amount on such Distribution Date from
the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and deposit such amount in [the Principal Funding Account];
provided that the amount of such deposit shall not exceed the product of (x)
the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and (y) 100% minus the Excess Seller's Percentage with respect to
the related Collection Period. The remainder of the portion of the Insolvency
Proceeds allocated to Allocable Principal Collections shall be allocated to
the Seller's Interest and shall be released to the Seller on such
Distribution Date. [Describe other applications, if any.]
(b) Not later than 12:00 noon, New York City
time, on such Distribution Date, the Trustee shall first (in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the sum of (i) Monthly Interest
for such Distribution Date, (ii) any Monthly Interest previously due but not
[deposited to the Interest Funding Account or] distributed on a prior
Distribution Date, (iii) the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due but not
[deposited to the Interest Funding Account or] distributed on a prior
Distribution Date, [(iv) any Carry-over Amount for such Distribution Date and
any Carry-over Amount previously due but not distributed to the Series
[199_-_] Certificateholders on a prior Distribution Date and (v) the amount
of any Additional Carry-over Amount for such Distribution Date and any
Additional Carry-over Amount previously due but not distributed to the Series
[199_-_] Certificateholders on a prior Distribution Date,] from the portion
of the Insolvency Proceeds allocated to Allocable Non-Principal Collections
and deposit such amount in the Collection Account with such funds designated
by the Trustee as being held for the benefit of the Series [199_-_]
Certificateholders; provided
55
that the amount of such distribution shall not exceed (x) the product of (A)
the portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections and (B) 100% minus the Excess Seller's Percentage. The remainder
of the portion of the Insolvency Proceeds allocated to Allocable
Non-Principal Collections shall be allocated to the Seller's Interest and
shall be released to the Seller on such Distribution Date. [Describe other
applications, if any.]
(c) Notwithstanding anything to the contrary in
this Series Supplement or the Agreement, the entire amount deposited in the
Principal Funding Account and the Collection Account pursuant to this Section
and all other amounts on deposit therein shall be distributed in full to the
Series [199_-_] Certificateholders on the Distribution Date on which funds
are deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and any
distribution made pursuant to this Section shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement with respect to
Series [199_-_].
ARTICLE X
Other Series Provisions
SECTION 10.01. Certain Permitted Actions; Amendments
to the Agreement; Additional Covenants. (a) Notwithstanding anything to the
contrary in the Agreement, funds on deposit in the Collection Account may be
invested in any Eligible Investments (as that term is defined in this Series
Supplement).
(b) Notwithstanding anything to the contrary in
the Agreement, including Section 2.07(c) thereof, the Seller shall not be
required to make any deposit to the Collection Account in respect of the
Repurchased Receivables Price of any receivables repurchased by the Seller
from the Trust pursuant to such Section.
(c) Notwithstanding anything to the contrary
contained herein or in the Agreement, the Seller shall have the right to
require the reassignment to it of all the Trust's right, title and interest
in, to and under the Receivables then existing and thereafter created, all
monies due or to become due and all amounts received with respect thereto and
all proceeds thereof in or with respect to the Accounts ("Automatic Removed
Accounts") designated by the Seller, upon satisfaction of the following
conditions:
56
(a) on or before the fifth business day immediately preceding the date upon
which such Accounts are to be removed, the Seller shall have given the Trust,
each Enhancement Provider and the Rating Agencies a Removal Notice specifying
the date for removal of the Automatic Removed Accounts (the "Automatic
Removal Date"); (b) on or prior to the date that is five Business Days after
the Automatic Removal Date, the Seller shall have delivered to the Trustee a
computer file or microfiche or written list containing a true and complete
list of the Automatic Removed Accounts specifying for each such Account, as
of the removal notice date, its account number and the aggregate amount of
Receivables outstanding in such Account; (c) the Seller shall have
represented and warranted as of each Automatic Removal Date that the list of
Automatic Removed Accounts delivered pursuant to clause (b) above, as of the
Automatic Removal Date, is true and complete in all material respects; (d)
the Trustee shall have received confirmation from each Rating Agency that
such removal will not result in a reduction or withdrawal of such Rating
Agency's rating of any outstanding Series or Class of Certificates; (e) the
Seller shall have delivered to the Trustee, each Rating Agency and any
Enhancement Providers an officers' certificate, dated the Automatic Removal
Date, to the effect that the Seller reasonably believes that such removal
will not cause an early amortization event to occur with respect to any
Series; and (f) the Seller shall have delivered to the Trustee, each Rating
Agency and any Enhancement Providers a Tax Opinion, dated the Automatic
Removal Date, with respect to such removal.
Upon satisfaction of the above conditions, on the
Automatic Removal Date all the right, title and interest of the Trust in and
to the Receivables arising in the Automatic Removed Accounts, all monies due
and to become due and all amounts received with respect thereto and all
proceeds thereof shall be deemed removed from the Trust for all purposes.
(d) Notwithstanding anything to the contrary
herein or in the Agreement, subject to the other limitations described in
Section 4.03 of the Agreement, CFC need not deposit collections with respect
to any Collection Period in the Collection Account until the related
Distribution Date.
(e) Unless otherwise agreed to by the Rating
Agencies, notwithstanding anything to the contrary herein or in the
Agreement, the Seller may from time to time, at its discretion, and subject
only to the limitations specified in this paragraph, designate Additional
Accounts to be added to the Trust. (Additional Accounts designated to be
added to
57
the Trust in accordance with the provisions of this Section 10.01(e) are
referred to herein as "Automatic Additional Accounts".) On the Addition Date
with respect to any Automatic Additional Accounts, the Trust shall purchase
the Receivables in such Automatic Additional Accounts (and such Automatic
Additional Accounts shall be deemed to be Accounts for purposes of the
Agreement) as of the close of business on the applicable Additional Cut-Off
Date, subject to the satisfaction of the following conditions:
(i) such Automatic Additional Accounts shall be
Eligible Accounts;
(ii) the Seller shall, to the extent required by
Section 4.03 of the Agreement, have deposited in the Collection
Account all Collections with respect to such Automatic Additional
Accounts since the Additional CutOff Date;
(iii) no selection procedures believed by the Seller
to be adverse to the interests of the Series [199_-_]
Certificateholders were used in selecting such Automatic
Additional Accounts;
(iv) as of each of the Additional Cut-Off Date and
the Addition Date, no Insolvency Event with respect to CFC or the
Seller shall have occurred nor shall the transfer of the
Receivables arising in the Automatic Additional Accounts to the
Trust have been made in contemplation of the occurrence thereof;
(v) the addition of the Receivables arising in the
Automatic Additional Accounts shall not cause an early
amortization event or any event that, after the giving of notice
or the lapse of time, would constitute a early amortization event
to occur with respect to any Series;
(vi) on or before each Addition Date with respect to
Automatic Additional Accounts, the Seller shall have delivered to
the Trustee and the Rating Agencies (A) an Opinion of Counsel
with respect to the Receivables in the Automatic Additional
Accounts substantially in the form of Exhibit G-2 to the
Agreement and (B) a Tax Opinion with respect to such addition;
(vii) within ten Business Days of the date on which
any such Receivables are added to the Trust, the Seller shall
have delivered to the Trustee a written assignment and a computer
file or a microfiche list containing a true and complete list of
the related
58
Automatic Additional Accounts specifying for each such Account
its account number, the collection status, the aggregate amount
outstanding in such Account and the aggregate amount of Principal
Receivables outstanding in such Account; and
(viii) the Seller shall have delivered to the Trustee
an Officer's Certificate of the Seller, dated the Addition Date,
to the effect that conditions (i) through (v) and (vii) above
have been satisfied.
The Seller hereby represents and warrants to the
Trust as of the related Addition Date as to the matters relating to it set
forth in paragraphs (iii) and (iv) above and that the file or list described
below is, as of the applicable Additional Cut-Off Date, true and complete in
all material respects.
In connection with the designation of Automatic
Additional Account to be added to the Trust, the Seller shall deliver to the
Trustee (i) the computer file or microfiche list required to be delivered
pursuant to Section 2.01 of the Agreement with respect to such Automatic
Additional Accounts and (ii) a duly executed, written Assignment (including
an acceptance by the Trustee for the benefit of the Certificateholders),
substantially in the form of Exhibit B to the Agreement (the "Assignment").
Unless each Rating Agency otherwise consents, the
number of Automatic Additional Accounts added to the Trust with respect to
any of the three consecutive Collection Periods beginning in January, April,
July and October of each calendar year shall not exceed 8% of the number of
Accounts as of the first day of the calendar year during which such
Collection Periods commence and the number of Automatic Additional Accounts
designated during any such calendar year shall not exceed 20% of the number
of Accounts as of the first day of such calendar year. On or before the first
business day of each Collection Period beginning in January, April, July and
October of each calendar year, the Seller shall have requested and obtained
notification from each Rating Agency of any limitations to the right of the
Seller to designate Eligible Accounts as Automatic Additional Accounts during
any period which includes such Collection Period. To the extent that
Automatic Additional Accounts have been added to the Trust during the three
consecutive Collection Periods ending in the calendar month prior to such
date, on or before January 31, April 30, July 31, October 31 of each calendar
year, the Trustee shall have received confirmation from each Rating Agency
that the addition of all Automatic Additional Accounts included as
59
Accounts during the three consecutive Collection Periods ending in the
calendar month prior to such date shall not have resulted in any applicable
Rating Agency reducing or withdrawing its rating of any outstanding Series or
Class of Certificates. If such Rating Agency confirmation with respect to any
Automatic Additional Accounts is not so received, such Automatic Additional
Accounts will be removed from the Trust.
(f) Each Holder of a Series [199_-_] Certificate,
by such Holder's acceptance thereof, will be deemed to have consented to an
amendment to the Agreement that incorporates the provisions of Sections
10.01(a) and 10.01(b), 10.01(c), 10.01(d) and 10.01(e), it being understood
that no such amendment shall be effective unless and until each Series of
Investor Certificates issued prior to October 20, 1994 shall no longer be
outstanding or shall have consented to such amendment in accordance with the
Agreement.
[(g) Notwithstanding anything to the contrary in
the Agreement, the Seller shall have the option to designate at any time and
from time to time a percentage or percentages, which may be a fixed
percentage or a variable percentage based on a formula (the "Discount
Percentage"), of all or any specified portion of Principal Receivables
created after the Discount Option Date to be treated as Non- Principal
Receivables ("Discount Option Receivables"). The Seller shall also have the
option of reducing or withdrawing the Discount Percentage, at any time and
from time to time, on and after such Discount Option Date. The Seller shall
provide to the Servicer, the Trustee and any Rating Agency 30 days' prior
written notice of the Discount Option Date, and such designation shall become
effective on the Discount Option Date (i) unless such designation in the
reasonable belief of the Seller would cause an amortization event or
reinvestment event with respect to any Series to occur, or an event which,
with notice or lapse of time or both, would constitute an amortization event
or reinvestment event with respect to any Series and (ii) only if the Rating
Agency Condition shall have been satisfied with respect to such designation.
After the discount Option Date (i) Discount Option Receivable Collections
shall be treated as Collections of Non-Principal Receivables and (ii) the
definition of "Principal Receivables" shall be amended to read as follows:
"Principal Receivables" with respect to an Account
shall mean amounts shown on the Servicer's records as Receivables (other than
such amounts which represent Non- Principal Receivables) payable by the
related Dealer; provided, however, that after the Discount Option Date,
60
Principal Receivables on any Date of Processing thereafter shall mean
Principal Receivables as otherwise determined pursuant to this definition
minus the amount of any Discount Option Receivables. Notwithstanding anything
to the contrary in this Agreement, (i) Purchased Receivables and Fleet
Receivables shall not be deemed to be Principal Receivables for the purposes
of this Agreement and (ii) the amount of Principal Receivables on any date of
determination for all purposes of this Agreement shall be deemed to be the
actual amount thereof at such time minus the aggregate amount on deposit at
such time in the Cash Management Accounts maintained for the benefit of the
related Dealers.]
[(h) Each Holder of a Series [199_-_]
Certificate, by such Holder's acceptance thereof, will be deemed to have
consented to an amendment to the Agreement that incorporates the provisions
of Section 10.01(g), it being understood that no such amendment shall be
effective unless and until each Series of Investor Certificates issued prior
to August 19, 1997, shall no longer be outstanding or shall have consented to
such amendment in accordance with the Agreement.]
(i) Except for the conveyance hereunder to the
Trustee, the Seller will not sell, pledge, assign or transfer to any other
Person any rights it might have to funds on deposit in [the Reserve Fund,]
[the Principal Funding Account,] [the Excess Funding Account,] [the Yield
Supplement Account,] [other,] or Investment Proceeds with
respect thereto.
[SECTION 10.02. Effect of Fully Reinvested Date;
Conveyance of Receivables. (a) Notwithstanding anything to the contrary in
the Agreement, upon the occurrence of the Fully Reinvested Date, after giving
effect to all allocations, distributions, withdrawals and deposits to be made
on such date, the following provisions of the Agreement shall no longer apply
to the Seller or the Servicer, as applicable, the Series [199_-_]
Certificates or the Series [199_-_] Certificateholders[, unless, in each
case, the Revolving Period shall have recommenced]:
(i) Section 2.01 (except to the extent it relates to
amounts received with respect to the Receivables and the
Collateral Security and proceeds (including "proceeds" as defined
in Section 9-306 of the UCC as in effect in the State of Michigan
and Recoveries) thereof on deposit in the Series [199_-_]
Accounts on the Fully Reinvested Date, after giving effect to all
such allocations, distributions, withdrawals and deposits);
61
(ii) Section 2.03(i) and Section 2.03(j) (except to
the extent it relates to amounts received with respect to the
Receivables and the Collateral Security and proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in
the State of Michigan and Recoveries) thereof on deposit in the
Series [199_-_] Accounts on the Fully Reinvested Date, after
giving effect to all such allocations, distributions, withdrawals
and deposits) and all obligations and remedies in Section 2.03
relating to a breach of the representations contained in those
Sections other than to the extent provided above);
(iii) Section 2.04;
(iv) Section 2.05; provided that the Seller may from
time to time at its sole discretion, voluntarily designate
additional Accounts (including Partial Accounts) to be included
as Accounts and transfer to the Trust the Receivables (and the
related Collateral Security) of such Additional Accounts;
(v) Sections 2.06(a),(b),(c) and (d);
(vi) Section 2.07; provided that the Seller may from
time to time at its sole discretion remove Accounts from the
Trust;
(vii) Section 2.08;
(viii) Section 2.09;
(ix) the first sentence of Section 3.01(a), Section
3.01(b) and Section 3.01(d);
(x) Section 3.03(a)(vii), Section 3.03 (viii),
Section 3.03 (ix), Section 3.03(x) and Section 3.03(xi) and all
obligations and remedies contained in Sections 3.03(a) and
3.03(b) relating to a breach of the representations contained in
those Sections;
(xi) Section 3.06;
(xii) Section 3.07;
(xiii) Section 3.09;
(xiv) Section 4.03;
(xv) Section 4.04;
62
(xvi) Section 6.03(b) (except for the first, second and
last sentences thereof) and the last two sentences of Section 6.03
(c) and the conditions set forth in Section 6.03(c) to the
exchange of CARCO Certificate;
(xvii) Section 8.06;
(xviii) Section 8.08;
(xix) Section 11.01(e); and
[(xx) [Sections 13.02(a),(b) and (c) and] clauses
(ii) and (iii) of Section 13.02(d).
(b) Upon the later to occur of (i) the Fully
Reinvested Date and the making of all allocations, distributions, withdrawals
and deposits to be made on such date and (ii) the date on which each other
Series is either no longer outstanding or the fully reinvested date has
occurred with respect thereto, the Trustee shall sell, assign and convey to
the Seller or its designee, without recourse, representation or warranty, all
right, title and interest of the Trust in the Receivables, whether then
existing or thereafter created, all Collateral Security with respect thereto,
all monies due or to become due and all amounts received with respect thereto
and all proceeds thereof except for amounts on deposit in the Collection
Account that are allocable to Investor Certificates and amounts on deposit in
any Series Account. The Trustee shall execute and deliver such instruments of
transfer and assignment, in each case without recourse, as shall be
reasonably requested by the Seller to vest in the Seller or its designee all
right, title and interest which the Trust had in all such property.]
[SECTION 10.03. Tax Treatment. The Seller has
entered into the Agreement and this Series Supplement and the Series [199_-_]
Certificates have been issued with the intention that the Series [199_-_]
Certificates will quality under applicable tax law as indebtedness of the
Seller secured by the Trust assets attributable to the Series [199_-_]
Certificates. The Seller, each Beneficiary and each Series [199_-_]
Certificateholder and Certificate Owner, by the acceptance of its Series
[199_-_] Certificate or Book-Entry Certificate, as applicable, agrees to
treat the Series [199_-_] Certificates as indebtedness of the Seller secured
by the Trust assets attributable to the Series [199_-_] Certificates, for
Federal income taxes, state and local income and franchise taxes, Michigan
Single Business tax and any other taxes imposed on or measured by income in
whole or in part.
63
ARTICLE XI
Miscellaneous Provisions
SECTION 11.01. Ratification of Agreement. As
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken and construed as one and the same instrument.
SECTION 11.02. Counterparts. This Series
Supplement may be executed in two or more counterparts (and by different
parties on separate counterparts) each of which shall be an original, but all
of which together shall constitute one and the same instrument.
[SECTION 11.03 Dealer Concentrations. So long
as this Series [199_-_] shall be outstanding, on the last day of each
Collection Period, the Servicer shall determine if the aggregate amount of
Principal Receivables due from any Dealer or group of affiliated Dealers on
such date is greater than [ ]% of the Pool Balance on such date. The Servicer
shall promptly provide the Trustee a report setting forth the basis for such
determination. The Trustee upon request from any Rating Agency will make such
report available to such Rating Agency.]
SECTION 11.04. GOVERNING LAW. THIS SERIES
SUPPLEMENT 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.
IN WITNESS WHEREOF, the Seller, the Servicer and
the Trustee have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
U.S. AUTO RECEIVABLES COMPANY,
Seller,
by
---------------------------
64
CHRYSLER FINANCIAL
CORPORATION, Servicer,
by
---------------------------
THE BANK OF NEW YORK, Trustee,
by
----------------------------
65
EXHIBIT A
[FORM OF CERTIFICATE]
FACE OF CERTIFICATE
[THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW).]
Initial Invested Amount:
REGISTERED 1/
$[ ]
Certificate No. R-[ ]
CUSIP NO. [ ]
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
CARCO AUTO LOAN MASTER TRUST
[FLOATING RATE] [ %] AUTO LOAN
ASSET BACKED CERTIFICATES, SERIES [199_-_]
evidencing a fractional undivided interest in certain
assets of the
CARCO AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of Chrysler Financial Corporation meeting certain eligibility
criteria. This certificate (a "Certificate") does not represent an interest
in, or obligation of, U.S. Auto Receivables Company (the "Seller"
--------
1/ Denominations of [$1,000] and integral multiples of [$1,000] in excess
thereof.
1
or "USA"), Chrysler Financial Corporation or any affiliate
thereof.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement referred to on the reverse side hereof or be valid for
any purpose.
THIS CERTIFICATE 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.
IN WITNESS WHEREOF, the Seller has caused this Certificate
to be duly executed.
U.S. AUTO RECEIVABLES COMPANY,
by
-------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK
as Trustee,
by
------------------------
Authorized Officer
2
REVERSE OF CERTIFICATE
[The Series [199_-_] Certificates may not be acquired by or
for the account of any employee benefit plan, trust or account, including an
individual retirement account, that is subject to Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, or that is described in
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an
entity whose underlying assets include plan assets by reason of a plan's
investment in such entity (a "Benefit Plan"). By accepting and holding this
Series [199_-_] Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan. By acquiring any
interest in this Series [199_-_] Certificate, the applicable Certificate
Owner or Owners shall be deemed to have represented and warranted that it or
they are not Benefit Plans.]
This certifies that Cede & Co. (the "Series [199_-_]
Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the CARCO AUTO LOAN MASTER TRUST (the "Trust")
created pursuant to a Pooling and Servicing Agreement dated as of May 31,
1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company (the "Seller") on August 8, 1991 (as assigned and as
amended and supplemented from time to time, the "P&S"), among the Seller,
Chrysler Credit Corporation, which has been succeeded by Chrysler Financial
Corporation, as servicer (the "Servicer"), and Manufacturers and Traders
Trust Company, which has been succeeded by The Bank of New York, as trustee
(the "Trustee"), as supplemented by the Series [199_-_] Supplement dated as
of [ ], [199_-_] among the Seller, the Servicer and the Trustee (the "Series
Supplement"), that are allocated to the Series [199_-_] Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the
Series Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement. The corpus of the Trust will include (a) all of the
Seller's right, title and interest in, to and under the Receivables in each
Account and all Collateral Security with respect thereto owned by the Seller
at the close of business on the Cut-Off Date, in the case of the Initial
Accounts, and on the applicable Additional Cut-Off Date, in the case of
Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof, (b) all of the Seller's rights, remedies, powers and
privileges with respect to such Receivables under the Receivables Purchase
Agreement,
3
(c) all of the Seller's right, title and interest in, to and under the
Receivables in each Account (other than any newly created Receivables in any
Designated Account) and all Collateral Security with respect thereto owned by
the Seller at the close of business on each Transfer Date and not theretofore
conveyed to the Trust, all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan
and Recoveries) thereof, (d) all monies on deposit in, and Eligible
Investments or other investments credited to, the Collection Account or
any Series Account, (e) any Enhancements and (f) all other assets and
interests constituting the Trust. In addition to the Certificates, the
Seller's Certificate will be issued pursuant to the Pooling and Servicing
Agreement which will represent the Seller's Interest in the Trust. The
Seller's Certificate will represent the interest in the Trust Assets
not represented by the Investor Certificates.
The Receivables consist of advances made directly or
indirectly by Chrysler Financial Corporation to domestic automobile dealers
franchised by Chrysler Corporation or any other automobile manufacturers.
Subject to the terms and conditions of the Agreement, the
Seller may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement to
which, as amended and supplemented from time to time, the Series [199_-_]
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to the Pooling and
Servicing Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Pooling and Servicing
Agreement (without schedules and exhibits) may be requested from the Trustee
by writing to the Trustee at The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Office. To the extent not
defined herein, the capitalized terms used herein have the
4
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing
Agreement and the Series [199_-_] Certificates have been (or will be) issued
with the intention that the Series [199_-_] Certificates will qualify under
applicable tax law as indebtedness of the Seller secured by the Receivables.
The Seller, each Beneficiary and each Certificateholder and Certificate
Owner, by the acceptance of its Certificate or Book-Entry Certificate, as
applicable, agrees to treat the Series [199_-_] Certificates as indebtedness
of the Seller secured by the Receivables for Federal income taxes, state and
local income, single business and franchise taxes and any other taxes imposed
on or measured by income.
On each Distribution Date, the Trustee shall distribute to
each Series [199_-_] Certificateholder of record at the close of business on
the day preceding such Distribution Date (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interest represented by the Series [199_-_] Certificates held by
such Certificateholder, except as otherwise provided in the Pooling and
Servicing Agreement) of such amounts on deposit in the Collection Account and
any Series Account as are payable in respect of the Series [199_-_]
Certificates pursuant to the Pooling and Servicing Agreement. Distributions
with respect to this Certificate will be made by the Trustee by check mailed
to the address of the Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Certificate) except that with respect to
Series [199_-_] Certificates registered in the name of a Depository,
including Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in immediately available funds. Final payment of
this Certificate will be made only upon presentation and surrender of this
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in accordance
with the Pooling and Servicing Agreement.
On the Distribution Date occurring after the Invested
Amount is reduced to $[ ] or less, the Seller has the option to purchase the
entire Series [199_-_] Certificateholders' Interest in the Trust. The
purchase price will be equal to the Reassignment Amount (as defined
5
in the Series Supplement). [Describe other repurchase provisions.]
This Certificate does not represent an obligation of, or an
interest in, Chrysler Corporation, the Seller, the Servicer, or any affiliate
of any of them and is not insured or guaranteed by any governmental agency or
instrumentality. This Certificate is limited in right of payment to certain
Collections with respect to the Receivables (and certain other amounts), all
as more specifically set forth herein and in the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement may be amended from
time to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee, without the consent
of any of the Series [199_-_] Certificateholders, so long as any such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of the Certificateholders of any outstanding
Series. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under the
Pooling and Servicing Agreement or otherwise. Notwithstanding anything
contained therein to the contrary, the Trustee, with the consent of any
Enhancement Providers, may at any time and from time to time amend, modify or
supplement the form of Distribution Date Statement.
The Pooling and Servicing Agreement may also be amended
from time to time (including in connection with the issuance of a
Supplemental Certificate) by the Servicer, the Seller and the Trustee with
the consent of the Holders of Certificates evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Certificates
of all adversely affected Series, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment to the
Pooling and Servicing Agreement shall (i) reduce in any manner the amount of
or delay the timing of distributions to be made to Certificateholders
or deposits of amounts to be so distributed without the consent of each
affected Certificateholder; (ii) change the definition or the manner
of calculating any Certificateholders' interest without the consent of each
affected Certificateholder; (iii) reduce the amount available under
any Enhancement without the consent of each affected
6
Certificateholder; (iv) adversely affect the rating of any Series or
class by each Rating Agency without the consent of the holders of
certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the Certificates of such Series
or Class; or (v) reduce the aforesaid percentage required to consent to any
such amendment without the consent of all Certificateholders. The
Pooling and Servicing Agreement may not be amended in any manner which
adversely affects the interests of any Enhancement Provider without its prior
consent.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register of the Trustee upon
surrender of this Certificate for registration of transfer at the office or
agency maintained by the Trustee in New York, New York, accompanied by a
written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder's attorney duly authorized, and
thereupon one or more new Series [199_-_] Certificates of authorized
denominations evidencing the same aggregate fractional undivided interest
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in denominations specified in the Pooling
and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Series [199_-_] Certificates are
exchangeable for new Series [199_-_] Certificates evidencing like aggregate
fractional undivided interests as requested by the Certificateholder
surrendering such Certificates. No service charge may be imposed for any such
exchange but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
7
The Servicer, the Trustee, the Transfer Agent and Registrar
and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent
of any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
8
ASSIGNMENT
Social Security or other identifying number of assignee
-------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
-----------------------------------------
--------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: *
------------- -------------------------
Signature Guaranteed:
-------------------------
--------------------
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate
in every particular, without alteration, enlargement or any change
whatsoever.
EXHIBIT B
Series XXXX-X Initial Amounts
Initial Invested Amount
Principal Accumulation Amount
Aggregate Subordinated Amount
Swap Subordinated Amount
Required Reserve Percentage
Monthly Servicing Fee Rate
Required Participation Percentage
Subordination Factor
Expected Accumulation Period
Expected Final Payment Date
Initial Settlement Date
Spread to Index
Series XXXX-X MONTHLY REPORTING
Swap
Subordi- Aggregate Excess
Series XXXX-X Invested Subordinated nated Subordinated Funding Acct
Principal Receivables Total Amount Amount Amount Amount Excess (Cash) Certificates
--------------------- ---------------------------------------------------------------------------------------------------
Series Allocation
Percentage
Beginning Balance
Floating Allocation
Percentage
Principal Collections
New Principal Receivables
Principal Default Amounts
Receivables Added for
Additional Accounts
Controlled Accumulation
Shortfall
Monthly Principal Accumulated
Principal Allocation
Percentage
Ending Balance
Floating Allocation
Percentage
Pool Factor
Non-Principal Receivables
-------------------------
Total Interest Collections
Interest Collections
Interest Collections
on "D" and "L" Accounts
Recoveries on Receivables
Written off
Investment Income
Subordinated Amount &
Reserve Fund Current Previous
--------------------- ------- --------
Beginning Subordination Amount
Required Subordination Draw
Amount
Excess Servicing
Required Subordinated Amount Series XXXX-X
2
Available Subordination Amount
as of:
Initial Subordinated Amount
Incremental Subordination Amount
Default Receivables
Overconcentration Amount
Installment Balance Amount
Other Ineligible Amounts
Beginning of Period
Seller's Participation Deficiency
Required Reduction of Invested
Amount
End of Period
Seller's Participation Deficiency
Required Reduction of Invested
Amount
Beginning Reserve Fund Balance
Reserve Fund Required Amount
Reserve Fund Draw
Reserve Fund Deposit Amount
Ending Reserve Fund Balance
Beginning Yield Supplement Account
Balance
Yield Supplement Account Draw
Yield Supplement Account Deposit
Ending Yield Supplement Account
Balance
Required Interest Distributions Current Previous
------------------------------- ------- --------
Available Non-Principal Collections
Investor Non-Principal Collections
Subordinated Non-Principal
Collections
Investment Income
Total Non-Principal Available
Monthly Interest
[Index]
Spread to [Index]
Certificate Rate
Servicing Fee Rate
Asset Receivables Rate
Certificate Rate
3
Accrual From
Accrual To
Days in Period
Interest Shortfall
Additional Interest
Carry-over Amount
Carry-over Shortfall
Additional Carry-over Shortfall
Monthly Servicing Fee
Investor Monthly Servicing Fee
Reserve Fund Deposit Amount
Investor Default Amount
Excess Servicing and Subordinated
Collections
Excess Subordinated Non-Principal
Collections
Excess Servicing
Yield Supplement Draw
Deficiency Amount
Required Principal Distributions
--------------------------------
Investor Principal
Seller Monthly Principal
Funding Account Balances Beginning Reinvested Deposits Withdrawals Ending
------------------------ --------------------------------------------------------
Excess Funding Account
Principal Funding Account
Total
Ending Series Allocation Percentage
(SAP)
Ending Pool Balance
SAP*Pool Balance
Reserve Fund Balance
Yield Supplement Account Balance
Total Funding Account Balances
Total Assets
Summary of Investor Distributions Actual Per $1000 Start Tracking Accumulation Period Length ?
--------------------------------- ------ --------- -----------------------------------------
Investor Monthly Principal
Investor Monthly Interest
Total Investor Distributions