Exhibit 4.2
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SERIES 2001-A SUPPLEMENT
Among
DAIMLERCHRYSLER WHOLESALE RECEIVABLES COMPANY LLC
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC
and
THE BANK OF NEW YORK, as Trustee
Dated as of December 7, 2001
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TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 2001-A Certificates
SECTION 1.01. Designation....................................................1
ARTICLE II
Definitions
SECTION 2.01. Definitions....................................................2
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation........................................13
ARTICLE IV
Rights of Series 2001-A Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections............14
SECTION 4.02. Monthly Interest..............................................16
SECTION 4.03. Determination of Monthly Principal............................17
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts............17
SECTION 4.05. Deficiency Amount.............................................19
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal
Collections..................................................20
SECTION 4.07. Distributions to Series 2001-A Certificateholders.............21
SECTION 4.08. Application of Reserve Fund and
Available Subordinated Amount...............................23
SECTION 4.09. Investor Charge-Offs. .......................................24
SECTION 4.10. Excess Servicing. ...........................................24
SECTION 4.11. Excess Principal Collections..................................25
SECTION 4.12. Excess Funding Account........................................25
SECTION 4.13. Accumulation Period Length;
Accumulation Period Commencement Date...............................27
ARTICLE V
Distributions and Reports to Series 2001-A Certificateholders
SECTION 5.01. Distributions.................................................27
SECTION 5.02. Reports and Statements to Series 2001-A Certificateholders....27
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events................................28
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase...........................................30
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions Pursuant to
Section 7.01 of this Series Supplement or Section 2.03 or
12.02(c) of the Agreement....................................30
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02
of the Agreement.............................................32
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Certain Permitted Actions, Amendments to the Agreement;
Additional Covenants.........................................33
SECTION 9.02. Ratification of Agreement.....................................35
SECTION 9.03. Counterparts..................................................35
SECTION 9.04. Dealer Concentrations.........................................35
SECTION 9.05. The Certificates..............................................36
SECTION 9.06. GOVERNING LAW.................................................36
EXHIBIT A Form of Series 2001-A Certificate............................A-1
ii
SERIES 2001-A SUPPLEMENT dated as of
December 7, 2001 (the "Series Supplement"),
among DAIMLERCHRYSLER WHOLESALE RECEIVABLES
COMPANY LLC, a Delaware limited liability
company, as Seller, DAIMLERCHRYSLER SERVICES
NORTH AMERICA LLC, a Michigan limited liability
company, as Servicer, and THE BANK OF NEW YORK,
a New York banking corporation, as Trustee.
Pursuant to the Amended and Restated Pooling and Servicing Agreement dated
as of December 5, 2001 (as assigned, amended and supplemented, the "Agreement"),
among the Seller, DaimlerChrysler Services North America LLC, as Servicer, and
The Bank of New York, as Trustee, the Seller has created 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 2001-A 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 2001-A".
(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.
ARTICLE II
Definitions
SECTION 2.01. Definitions.
(a) Whenever used in this Series Supplement the following words and
phrases shall have the following meanings.
"Accumulation Period" shall mean, unless an Early Amortization Event
shall have occurred prior thereto (other than an Early Amortization Event
which has resulted in an Early Amortization Period which has ended as
described in clause (c) or clause (d) of the definition thereof in this Series
Supplement), the period commencing on the Accumulation Period Commencement
Date and ending upon the first to occur of (a) the commencement of an Early
Amortization Period (other than an Early Amortization Period which has ended
as described in clause (c) or clause (d) of the definition thereof in this
Series Supplement) and (b) the payment in full to Series 2001-A
Certificateholders of the outstanding principal amount of the Series 2001-A
Certificates.
"Accumulation Period Commencement Date" shall mean the first day of the
Collection Period upon which the number of full Collection Periods remaining
until the Series 2001-A Expected Payment Date first equals the Accumulation
Period Length; provided, however, that, if at any time after the May 2004
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 October
2004 Collection Period, the September 2004 Collection Period, the August 2004
Collection Period, the July 2004 Collection Period or the June 2004 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 May 2004
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 Series 2001-A
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 12 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 Series 2001-A Expected
Payment Date as of such Distribution Date (after giving effect to all changes
therein on such date) and the denominator of which is the sum of the Invested
Amount as of such Distribution Date (after giving effect to all changes
therein on such
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date) 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
Series 2001-A Expected Payment Date.
"Additional Carry-over 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 2001-A for
any Collection Period, an amount equal to the sum of (a) the Initial Invested
Amount of the Series 2001-A 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 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).
"Allocable Defaulted Amount" shall mean, with respect to any Collection
Period, the product of (a) the Series 2001-A 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 2001-A 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 Series 2001-A 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 2001-A 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, 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 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, except to the extent 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
to be applied on the Distribution Date related to such Interest Period and
(ii) the denominator of which is the sum of (A) the product of (I) the Series
2001-A Floating Allocation Percentage, (II) the Series 2001-A 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
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deposit in the Excess Funding Account on the first day of such Interest 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 (after giving effect to all
deposits to and withdrawals therefrom on such first day).
"Automatic Additional Accounts" shall have the meaning specified in
Section 9.01(d).
"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 2001-A 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 Section 4.08(d).
"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 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) the excess, if any, of the Required Subordinated Amount for such
Determination Date over the Required Subordinated Amount for the immediately
preceding Distribution Date due to an increase in the Subordination Factor 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
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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 (v) $11,111,111 or (w) 1.11% of the Invested Amount
on such date; provided, however, (x) that, from and after the commencement of
the Accumulation Period until the Series 2001-A Certificates are paid in full
and (y) from and after the commencement of any Early Amortization Period
(other than an Early Amortization Period which has ended as described in
clause (c) or clause (d) of the definition thereof in this Series Supplement)
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
the Accumulation Period or Early Amortization Period, as applicable.
"Calculation Agent" shall mean 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 Assets
Receivables Rate, the excess of (a) Monthly Interest for such Distribution
Date determined as if such Certificate Rate were calculated on the basis of
the LIBOR 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, with respect to any Interest Period, the
lesser of (a) LIBOR for such Interest Period, plus 0.065% and (b) the Assets
Receivables Rate for the immediately preceding Interest Period.
"Closing Date" shall mean December 7, 2001.
"Controlled Accumulation Amount" shall mean an amount equal to the
Invested Amount as of the May 2004 Distribution Date (after giving effect to
any changes therein on such date), divided by the Accumulation Period Length.
"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 May 2004 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.
"DCS" shall mean DaimlerChrysler Services North America LLC, a Michigan
limited liability company, and its successor in interest.
"Deficiency Amount" shall have the meaning specified in Section 4.05.
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"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.
"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 2001-A and terminating on the earliest of (a) the payment in full of
the outstanding principal balance of the Series 2001-A 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(a) 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(a), 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 Sections 9.01(a), (e)
or (f) of the Agreement or Section 6.01, other than Section 6.01(f) or (g), of
this Series Supplement, the end of the first Collection Period after which (i)
the Trustee has received written confirmation from Standard & Poor's that
termination of such Early Amortization Period will not result in the
downgrading or withdrawal of such entities' ratings of the Series 2001-A
Certificates, and (ii) Series 2001-A Certificateholders holding Series 2001-A
Certificates evidencing more than 50% of the aggregate unpaid principal amount
of the Series 2001-A 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.
"Excess Funding Account" shall have the meaning specified in Section
4.04(d)(i).
"Excess Reserve Fund Required Amount" shall mean, for any Distribution
Date with respect to an Early Amortization Period, an amount equal to the
greater of (a) 5% of the initial principal balance of the Series 2001-A
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 2001-A Certificates on such Distribution Date
(after giving effect to any changes therein on such Distribution Date) over
(ii) the excess of (x) the Series 2001-A 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 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, Defaulted Receivables and Principal Receivables during any
Nonprincipal Period, the sum of (i) the Floating Allocation
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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 2001-A 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 Principal Receivables during the Accumulation Period
and an Early Amortization Period, the sum of (i) the Principal 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 2001-A 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)(vii) with respect to
such Distribution Date.
"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 and the
denominator of which is the product of (a) the Pool Balance as of such last
day and (b) the Series 2001-A Allocation Percentage for the Collection Period
in respect of which the Floating Allocation Percentage is being calculated;
provided, however, that, with respect to the December 2001 Collection Period,
the Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Initial Invested Amount on the Closing
Date and the denominator of which is the product of (x) the Pool Balance on
the Series Cut-Off Date and (y) the Series 2001-A 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 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.
"Initial Distribution Date" shall mean January 15, 2002.
"Initial Invested Amount" means the portion of the initial principal
amount of the Series 2001-A Certificates which is invested in Principal
Receivables on the Series Issuance Date, which is $1,000,000,000, plus (x) the
amount of any withdrawals from the Excess Funding
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Account in connection with the purchase of an additional interest in Principal
Receivables since the Series Issuance Date, minus (y) 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
since the Series Issuance Date.
"Initial Principal Amount" shall mean $1,000,000,000.
"Initial Reserve Fund Deposit Amount" shall mean $3,500,000.
"Initial Yield Supplement Account Deposit Amount" shall mean $4,000,000.
"Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date to but excluding such Distribution Date (or, in the case of
the Initial Distribution Date, the period from and including the Closing Date
to but excluding the Initial 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(a).
"Invested Amount" means for any date an amount equal to the Initial
Invested Amount, minus the amount, without duplication, of principal payments
(except principal payments made from the Excess Funding Account) made to
Series 2001-A Certificateholders or deposited to the Principal Funding Account
prior to such date since the Series Issuance Date, 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.
"Investment Proceeds" shall mean, with respect to any Determination Date,
all interest and other investment earnings accumulated for the immediately
preceding Collection Period (net of losses and investment expenses) on funds
on deposit in the Series 2001-A Accounts, together with an amount equal to the
Series 2001-A 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.
"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 any Nonprincipal Period, or the Principal
Allocation Percentage, with respect to the Accumulation Period or an
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Early Amortization Period for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization 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) and (b) the amount, if any, of Collections of
Non-Principal Receivables, Investment Proceeds, 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.
"LIBOR" shall mean, with respect to any Interest Period, the offered rate
for United States dollar deposits for one month that appears on Telerate Page
3750 as of 11:00 A.M., London time, on the LIBOR Determination Date. If on any
LIBOR Determination Date the offered rate does not appear on Telerate Page
3750, the Calculation Agent will request each of the reference banks (which
shall be major banks that are engaged in transactions in the London interbank
market selected by the Calculation Agent) to provide the Calculation Agent
with its offered quotation for United States dollar deposits for one month to
prime banks in the London interbank market as of 11:00 A.M., London time, on
such date. If at least two reference banks provide the Calculation Agent with
such offered quotations, LIBOR on such date will be the arithmetic mean,
rounded upwards, if necessary, to the nearest 1/100,000 of 1% (.0000001), with
five one-millionths of a percentage point rounded upward, of all such
quotations. If on such date fewer than two of the reference banks provide the
Calculation Agent with such quotations, LIBOR on such date will be the
arithmetic mean, rounded upwards, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward, of
the offered per annum rates that one or more leading banks in The City of New
York selected by the Calculation Agent are quoting as of 11:00 A.M., New York
City time, on such date to leading European banks for United States dollar
deposits for one month; provided, however, that if such banks are not quoting
as described above, LIBOR for such date will be LIBOR applicable to the
Interest Period immediately preceding such Interest Period.
"LIBOR Business Day" shall mean any day that is both a Business Day and a
day on which banking institutions in the City of London, England are not
required or authorized by law to be closed.
"LIBOR Determination Date" shall mean, with respect to any Interest
Period, the second LIBOR Business Day prior to such Interest Period.
"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 Principal Collections for such Collection
Period by the average daily Pool Balance for such Collection Period.
"Monthly Principal" means, with respect to any Distribution Date, the
amount of monthly principal distributable with respect to the Series 2001-A
Certificates on such Distribution Date, as determined pursuant to Section
4.03.
"Monthly Servicing Fee" shall have the meaning specified in Section 3.01.
"Moody's" means Moody's Investors Service, Inc.
9
"Nonprincipal Period" shall mean any period that is not the Accumulation
Period or an Early Amortization Period.
"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 Allocation Percentage" shall mean with respect to any
Collection Period, the percentage equivalent (which shall never exceed 100%)
of a fraction, the numerator of which is the Invested Amount as of the last
day of the Revolving Period, if such last day has occurred or, if such last
day has not occurred, as of the last day of the immediately preceding
Collection Period, and the denominator of which is the product of (x) the Pool
Balance as of such last day and (y) the Series 2001-A Allocation Percentage
for 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 (c) or clause (d) of the definition thereof in this Series Supplement),
the Principal Allocation Percentage shall be reset using the Pool Balance as
of the close of business on the date on which such Early Amortization Event
shall have occurred and Principal Collections shall be allocated for such
portion of such Collection Period using such reset Principal Allocation
Percentage.
"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 2001-A Certificates (calculated on the basis of the outstanding
principal balance of the Series 2001-A Certificates at the Certificate Rate as
in effect during the applicable Interest 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
distributed to the Series 2001-A 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 2001-A
Certificateholders on a prior Distribution Date and (e) any Additional
Carry-over Amount for such Distribution Date and any Additional Carry-over
Amount previously due but not distributed to the Series 2001-A
Certificateholders on a prior Distribution Date.
"Required Participation Percentage" shall mean, with respect to Series
2001-A, 103%; 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 9.04 is greater than 1.5% 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, 104%; provided further that the
Seller may, upon 10 days' prior notice to the Trustee and each Rating Agency,
reduce the Required Participation Percentage to a percentage which shall not
be less than 100%; provided that no Rating Agency shall have
10
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) 0.35% and (b) the
outstanding principal balance of the Series 2001-A Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
"Revolving Period" shall mean the period beginning at the close of
business on the Series Cut-Off Date and terminating on the earlier of (a) the
close of business on the day immediately preceding the Accumulation Period
Commencement Date and (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period terminates as described in clause (c) or clause (d) of the
definition thereof in this Series Supplement, the Revolving Period will
recommence as of the close of business on the day such Early Amortization
Period terminates.
"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, Defaulted
Receivables and Principal Receivables during any Nonprincipal Period, and (b)
the Principal Allocation Percentage, when used with respect to Principal
Receivables during the Accumulation Period and an Early Amortization Period.
"Series 2001-A" shall mean the Series of Investor Certificates, the terms
of which are specified in this Series Supplement.
"Series 2001-A Accounts" shall have the meaning specified in Section
4.04(e)(i).
"Series 2001-A Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 2001-A.
11
"Series 2001-A Certificateholders" shall mean the Holders of Series
2001-A Certificates.
"Series 2001-A Certificateholders' Interest" shall mean the
Certificateholders' Interest with respect to Series 2001-A.
"Series 2001-A 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 2001-A Excess Principal Collections" shall mean that portion of
Excess Principal Collections allocated to Series 2001-A pursuant to Section
4.11.
"Series 2001-A Expected Payment Date" shall mean the November 2004
Distribution Date.
"Series 2001-A Final Payment Date" shall mean the first Distribution Date
on which, after giving effect to all payments to be made on that Distribution
Date, the outstanding principal amount of the Series 2001-A Certificates will
be paid in full.
"Series 2001-A Principal Shortfall" shall have the meaning specified in
Section 4.11.
"Series Cut-off Date" shall mean November 30, 2001.
"Servicing Fee Rate" shall mean, with respect to Series 2001-A, 1/12 of
1% per month, or such lesser percentage as the Servicer shall determine in
connection with a waiver by the Servicer of all or any portion of the Monthly
Servicing Fee on any date.
"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 (c) or clause (d) of the definition thereof
in this Series Supplement).
"Standard & Poor's" means Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc.
"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 10%; provided, however, that the
Subordination Factor will be 11% in the event that the rating of the long-term
unsecured debt of DCS 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 & Poor's rating of the Series 2001-A Certificates.
"Telerate Page 3750" shall mean the display page so designated on the Dow
Jones Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying London interbank offered rates of major banks).
12
"Termination Date" shall mean the November 2006 Distribution Date.
"Termination Proceeds" shall mean any Termination Proceeds arising out of
a sale of Receivables (or interests therein) pursuant to Section 9.01 of this
Series Supplement.
"Trust Available Subordinated Amount" means the sum of the 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) 0.40% and (b) the
outstanding principal balance of the Series 2001-A Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
(a) 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 2001-A, Moody's and
Standard & Poor's. As used in this Series Supplement and in the Agreement with
respect to Series 2001-A, "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, Inc. ("Fitch"), although Fitch shall not be deemed to be a
Rating Agency for any purposes of the Agreement or this Series Supplement with
respect to Series 2001-A.
(b) 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 to the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders
of such terms.
(c) 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
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in respect of any Collection Period (or portion thereof) occurring prior to
the earlier of the first Distribution Date following the Termination Date and
the first Distribution Date on which the Invested Amount is zero, in an amount
equal to 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 2001-A Allocation Percentage with respect to the
immediately preceding Collection Period. The share of the Monthly Servicing
Fee allocable to the Series 2001-A Certificateholders with respect to any
Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be
equal to 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 2001-A
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
2001-A Certificateholders shall in no event be liable for the share of the
Servicing Fee to be paid by 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 all or
any portion of 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 all or any portion of 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 reduced by the amount so waived 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 2001-A 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 2001-A
pursuant to Article IV of the Agreement shall be allocated and distributed as
set forth in this Article.
(b) Subject to Section 4.01(d) 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:
14
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's Percentage for the
related Collection Period of 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 any Nonprincipal 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 2001-A
Certificateholders' Interest pursuant to Section 7.01 of this Series
Supplement and proceeds from the sale, 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 any Nonprincipal 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)(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
15
distributable to the Seller pursuant to Section 4.01(b)(i) until the amount on
deposit in the Yield Supplement Account is equal to the Yield Supplement
Account Required Amount.
SECTION 4.02. Monthly Interest.
(a) The amount of monthly interest ("Monthly Interest") with respect to
the Series 2001-A Certificates on any Distribution Date, commencing with the
Initial Distribution Date, shall be an amount equal to the product of (i) the
Certificate Rate, (ii) the outstanding principal balance of the Series 2001-A
Certificates as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal made to Series 2001-A
Certificateholders on such preceding Distribution Date, if any) or, in the
case of the Initial Distribution Date, the Closing Date 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.
On the Determination Date preceding each Distribution Date, commencing
with the Initial Distribution Date, the Servicer shall determine the excess,
if any (the "Interest Shortfall"), of (x) the aggregate Monthly Interest for
the Interest Period applicable to such Distribution Date over (y) the amount
which will be available to be distributed to Series 2001-A 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 (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 Interest Shortfall (or the portion
thereof which has not been paid to Series 2001-A Certificateholders) and (iii)
a fraction, the numerator of which is the actual number 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 2001-A Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such
Interest Shortfall is paid to Series 2001-A Certificateholders.
Notwithstanding anything to the contrary herein, Additional Interest shall be
payable or distributed to Certificateholders only to the extent permitted by
applicable law.
(b) On the Determination Date preceding each Distribution Date,
commencing with the Initial 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 2001-A Certificateholders in respect
thereof on such 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 2001-A Certificateholders) and (iii)
a fraction, the numerator of which is the actual number 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 2001-A Certificates on each Distribution Date
16
following such Distribution Date to the Distribution Date on which such
Carry-over Shortfall is paid to Series 2001-A Certificateholders.
Notwithstanding anything to the contrary herein, any Additional Carry-over
Amount shall be payable or distributed to Series 2001-A Certificateholders
only to the extent permitted by applicable law.
SECTION 4.03. Determination of Monthly Principal.
(a) The amount of Monthly Principal distributable with respect to the
Series 2001-A Certificates on each Distribution Date with respect to the
Accumulation Period shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date; provided, however, that,
for each such Distribution Date, Monthly Principal shall not exceed the
Controlled Deposit Amount for such Distribution Date; and provided further
that Monthly Principal shall not exceed the Invested Amount.
(b) The amount of Monthly Principal distributable on each Distribution
Date with respect to an Early Amortization Period shall be equal to the
Invested Amount or, if less, the amount distributable in respect of the Series
2001-A Certificates on such Distribution Date pursuant to Section 4.06(d).
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts.
(a) (i) The Servicer, for the benefit of the Series 2001-A
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 2001-A" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2001-A Certificateholders. On the Closing Date, 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 on or before the following Distribution Date. All Eligible
Investments shall be held by the Trustee for the benefit of the Series
2001-A 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) of this Series
Supplement.
(b) (i) The Servicer, for the benefit of the Series 2001-A
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 2001-A" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series 2001-A 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
17
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 2001-A 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) 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 Carry-over Amount. The Trustee shall be authorized to
dispose of 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 Series 2001-A
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 2001-A" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series 2001-A 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 2001-A
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) 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 following Distribution Date.
(d) (i) The Servicer, for the benefit of the Series 2001-A
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 2001-A" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2001-A Certificateholders. No deposit will be made to the Excess
Funding Account on the Closing Date.
(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
18
2001-A 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 following Distribution
Date.
(e) (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 and
other financial assets credited to, the Reserve Fund, the Yield Supplement
Account, the Principal Funding Account and the Excess Funding Account
(collectively the "Series 2001-A Accounts") and in all proceeds thereof. The
Series 2001-A Accounts shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2001-A Certificateholders. If, at any
time, any of the Series 2001-A 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 2001-A Account meeting the
conditions specified in paragraph (a)(i), (b)(i), (c)(i) or (d)(i) above, as
applicable, as an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Series 2001-A 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 2001-A
Account, except as expressly provided herein. Schedule 1, which is hereby
incorporated into and made part of this Series Supplement, identifies each
Series 2001-A 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 2001-A 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 2001-A 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 2001-A Accounts for the
purposes of carrying out the Servicer's or Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each Distribution Date,
commencing with the Initial Distribution Date, 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 distributed to the Series
2001-A Certificateholders on a prior Distribution Date, (iii) Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed to the Series 2001-A 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 2001-A 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
19
Distribution Date, (B) the amount of any Carry-over Amount previously due but
not previously distributed to Series 2001-A Certificateholders on a prior
Distribution Date, (C) the amount of any Additional Carry-over Amount for such
Distribution Date and (D) the amount of any Additional Carry-over Amount
previously due but not previously paid to Series 2001-A 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 and (ii) the amount of funds
in the Reserve Fund which are available pursuant to Section 4.08(a) and
Section 4.08(d), as applicable, 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".
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal Collections. The Servicer
shall cause the Trustee to apply, on each Distribution Date, commencing with
the Initial Distribution Date, Investor Non-Principal Collections, Investment
Proceeds and Available Investor Principal Collections to make the following
distributions:
(a) On each Distribution Date, commencing with the Initial Distribution
Date, an amount equal to the sum of Investor Non-Principal Collections and any
Investment Proceeds with respect to such Distribution Date 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
distributed to the Series 2001-A 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
distributed to the Series 2001-A Certificateholders on a prior
Distribution Date shall be distributed to the Series 2001-A
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 distributed to
the Series 2001-A 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
distributed to
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the Series 2001-A Certificateholders on a prior Distribution Date shall
be distributed to the Series 2001-A 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, 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, commencing with the Initial Distribution
Date, with respect to any Nonprincipal 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 (reduced for this
purpose by the amount, if any, by which the Required Participation Amount
exceeds the Pool Balance due to an increase in the Subordination Factor) 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 2001-A Certificates and
second treated as Excess Principal Collections and applied in accordance with
Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to the Accumulation 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; and
(ii) second, unless an Early Amortization Event has occurred (other
than an Early Amortization Event which has resulted in an Early
Amortization Period which has ended as described in clause (c) or clause
(d) of the definition thereof in this Series Supplement), 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.
(d) On each Distribution Date with respect to any Early Amortization
Period, an amount equal to the Monthly Principal will be distributed to the
Series 2001-A Certificateholders.
SECTION 4.07. Distributions to Series 2001-A 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 and the Excess Funding Account:
(i) on each Distribution Date, all amounts on deposit in the
Collection Account or the Reserve Fund that are payable to the Series
2001-A Certificateholders
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with respect to accrued interest will be distributed to the Series 2001-A
Certificateholders;
(ii) on the Series 2001-A Expected Payment Date, all amounts on
deposit in the Principal Funding Account and the amount on deposit in the
Excess Funding Account, and all amounts on deposit in the Collection
Account that are payable to the Series 2001-A Certificateholders with
respect to principal, up to a maximum amount on any such day equal to the
excess of the outstanding principal balance of the Series 2001-A
Certificates over the unreimbursed Investor Charge-Offs, shall be
distributed to the Series 2001-A Certificateholders;
(iii) on each Special Payment Date, all amounts on deposit in the
Principal Funding Account and the Excess Funding Account, and all amounts
on deposit in the Collection Account that are payable to the Series
2001-A Certificateholders with respect to principal, up to a maximum
amount on any such day equal to the excess of the outstanding principal
balance of the Series 2001-A Certificates over the unreimbursed Investor
Charge-Offs, shall be distributed to the Series 2001-A
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 Series 2001-A Certificateholders the amounts on deposit in
the Yield Supplement Account and the Collection Account payable with respect
thereto pursuant to Section 4.04(b)(iii) and Section 4.06(a) (other than from
Available Seller's Collections), respectively.
(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 2001-A 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 8.01 and 8.02 of this Series Supplement.
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SECTION 4.08. Application of Reserve Fund and Available Subordinated
Amount.
(a) If the portion of Investor Non-Principal Collections and Investment
Proceeds allocated to the Series 2001-A Certificateholders on any Distribution
Date pursuant to Section 4.06(a) is not sufficient to make the entire
distributions required on such Distribution Date by Sections 4.06(a)(i), (ii)
and (iv), the Servicer shall cause the Trustee to withdraw funds from the
Reserve Fund to the extent available therein, and apply such funds to complete
the distributions pursuant to Section 4.06(a)(i), (ii) and (iv); provided,
however, that during any Early Amortization Period (other than an Early
Amortization Period which has ended as described in clause (c) or clause (d)
of the definition thereof in this Series Supplement) 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)
with respect to the Series 2001-A Certificates 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 2001-A 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 2001-A as described in Section 4.05(a)(vi).
(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(e), (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, 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 (f) below 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 4.08(b) into the
Reserve Fund
23
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.
(d) If, on the Final Payment Date, after giving effect to (c) above,
there is a Carry-over Amount or a 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 Carry-over Amount from the Reserve Fund (to
the extent available therein), and distribute such funds to the Series 2001-A
Certificateholders.
(e) If, for any Distribution Date with respect to an Early Amortization
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 distributions thereof pursuant to Section
4.08(a), (b), (c) 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 (an "Investor Charge-Off"). Any such Investor
Charge-Off shall be applied to reduce the Invested Amount for the related
Collection Period. 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). Any such increase shall be applied to increase
the outstanding principal balance the Series 2001-A Certificates for the
related Collection Period.
SECTION 4.10. Excess Servicing. The Servicer shall cause the Trustee to
apply, on each Distribution Date, commencing with the Initial Distribution
Date, Excess Servicing with
24
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 which have been previously waived
pursuant to Section 3.01 shall be distributed to the Servicer; and
(c) the balance, if any, shall be distributed to the Seller.
SECTION 4.11. Excess Principal Collections.
(a) That portion of Excess Principal Collections for any Distribution
Date equal to the amount of Series 2001-A Excess Principal Collections for
such Distribution Date will be allocated to Series 2001-A and will be
distributed as set forth in this Series Supplement.
(b) Series 2001-A Excess Principal Collections, with respect to any
Distribution Date, shall mean an amount equal to the Series 2001-A 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 entitled to share Excess Principal Collections for such
Distribution Date, then Series 2001-A 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 2001-A Principal Shortfall for such Distribution Date and
the denominator of which is the aggregate amount of Principal Shortfalls for
all Series entitled to share Excess Principal Collections for such
Distribution Date. The "Series 2001-A 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,
or (y) for any Distribution Date with respect to an Early Amortization Period,
the Invested Amount, over (ii) (x) with respect to the Accumulation Period,
Available Investor Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Excess Principal Collections) or (y) with
respect to an Early Amortization Period, Available Investor Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Excess Principal Collections).
SECTION 4.12. Excess Funding Account.
(a) Any funds on deposit in the Excess Funding Account on the May 2004
Distribution Date will be deposited in the Principal Funding Account on such
date. No funds will be deposited in the Excess Funding Account during any
Early Amortization Period. Additionally, no amounts will be deposited in the
Excess Funding Account with respect to any Collection Period following the
April 2004 Collection Period.
25
(b) On each Determination Date during any Nonprincipal Period, the Seller
shall determine whether the sum of the Invested Amount (reduced for this
purpose by the amount, if any, by which the Required Participation Amount
exceeds the Pool Balance due to an increase in the Subordination Factor) 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
2001-A Certificates. If on any such Determination Date such sum is greater
than the outstanding principal balance of the Series 2001-A 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 2001-A. 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 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 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 or accumulation period, the amounts of any
withdrawals from
26
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 4.13. Accumulation Period Length; Accumulation Period
Commencement Date. Beginning on the May 2004 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 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 2001-A 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.
ARTICLE V
Distributions and Reports
to Series 2001-A Certificateholders
SECTION 5.01. Distributions.
(a) On each Distribution Date, commencing with the Initial Distribution
Date, the Trustee shall distribute to each Series 2001-A Certificateholder of
record on the preceding Record Date (other than as provided in Section 12.02
of the Agreement respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate fractional undivided interests represented
by the Series 2001-A Certificates held by such Certificateholder) of the
amounts on deposit in the Series 2001-A Accounts as is payable to the Series
2001-A 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 2001-A Certificateholders
hereunder shall be made by check mailed to each Series 2001-A
Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 2001-A
Certificate or the making of any notation thereon; provided, however, that,
with respect to Series 2001-A 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 2001-A Certificateholders.
(a) At least two Business Days prior to each Distribution Date,
commencing with the Initial Distribution Date, the Servicer will provide to
the Trustee, and on each such Distribution Date, the Servicer will make
available via the Internet, a statement substantially in the form of Exhibit B
prepared by the Servicer setting forth certain information relating to the
Trust and the Series 2001-A Certificates.
27
(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 2002, the Trustee shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 2001-A
Certificateholder (or Certificate Owner), a statement prepared by the Servicer
containing the information which is required to be contained in the statement
to Series 2001-A 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 2001-A
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 2001-A 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 be deemed to be an Early Amortization Event solely
with respect to Series 2001-A:
(a) on any Determination Date, the average of the Monthly Payment Rates
for the three preceding Collection Periods is less than 20%;
(b) 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;
(c) any Service Default with respect to Series 2001-A occurs;
(d) 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 20% of the Pool Balance on such last day;
(e) any Carry-over Amount or any Additional Carry-over Amount is
outstanding on six consecutive Distribution Dates;
(f) the outstanding principal amount of the Series 2001-A Certificates is
not repaid by the Series 2001-A Expected Payment Date;
(g) 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
28
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 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;
and
(h) 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.
The Trustee agrees that upon gaining knowledge of the occurrence of any
event described in Section 9.01 of the Agreement or Section 6.01 of this
Series Supplement it shall (a) promptly provide notice to the Rating Agencies
of the occurrence of such event and (b) notify the Series 2001-A
Certificateholders of the occurrence of such event within 45 days of the
expiration of the applicable grace period, if any. In the case of any event
described in Sections 9.01(e) or (f) of the Agreement or Section 6.01(c) of
this Series Supplement, an Early Amortization Event with respect to Series
2001-A will be deemed to have occurred only if, after the applicable grace
period described in such Sections, if any, either the Trustee or Series 2001-A
Certificateholders evidencing more than 50% of the aggregate unpaid principal
amount of the Series 2001-A Certificates by written notice to the Seller and
the Servicer (and the Trustee, if given by Series 2001-A Certificateholders)
declare that an Early Amortization Event has occurred as of the date of such
notice. In the case of any other Early Amortization Event, such Early
Amortization Event will be deemed to have occurred immediately upon the
occurrence of such event, without any notice or other action on the part of
the Trustee or the Series 2001-A Certificateholders.
In the case of any Early Amortization Event described in Sections 9.01(a)
or (e) of the Agreement or this Section 6.01, other than Sections 6.01(f), (g)
or (h), provided that (i) 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 clause (c) or clause (d) of the
definition thereof in this Series Supplement) has occurred and (ii) the
scheduled termination of the Revolving Period has not occurred, the Trustee
agrees that it shall request written confirmation from Standard & Poor's that
the termination of the Early Amortization Period caused by the occurrence of
such Early Amortization Event will not result in the downgrading or withdrawal
of such entity's rating of the Series 2001-A Certificates.
The Trustee further agrees that, where applicable, it shall promptly
notify the Series 2001-A Certificateholders that it has received the written
confirmation referred to in the preceding paragraph, and that the Series
2001-A Certificateholders may elect to terminate the related Early
Amortization Period.
29
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase.
(a) On any Distribution Date occurring after the date on which the
Invested Amount is reduced to $100,000,000 or less, the Servicer shall have
the option to purchase the entire Series 2001-A Certificateholders' Interest,
at a purchase price equal to the Reassignment Amount for such Distribution
Date.
(b) The Servicer shall give the Seller and the Trustee at least 10 days'
prior written notice of the Distribution Date on which the Servicer intends to
exercise one of the purchase options described above. Not later than 12:00
noon, New York City time, on such Distribution Date the Servicer shall deposit
the Reassignment Amount into the Collection Account in immediately available
funds. Such purchase options are subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be distributed as set forth
in Section 8.01(d).
(c) If at the time the Servicer exercises one of its purchase options
hereunder the Servicer's long-term unsecured debt has a rating lower than Baa3
by Moody's, the Servicer shall deliver to the Trustee on such Distribution
Date an opinion of Counsel (which must be an independent outside counsel) to
the effect that, in reliance on certain certificates to the effect that the
Series 2001-A Certificateholders' Interest purchased by the Servicer
constitutes fair value for the consideration paid therefor and as to the
solvency of the Servicer, the purchase of the Series 2001-A Certificateholders
Interest would not be considered a fraudulent conveyance under applicable law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to Section
2.03 of the Agreement; Distributions Pursuant to Section 7.01 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 2001-A in connection with a purchase of the Series 2001-A
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 2.03 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): (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 2001-A Certificates, plus the amount of
Additional Interest, if any, for such Distribution Date plus the
30
amount of any Additional Interest previously due but not paid to Series 2001-A
Certificateholders on a prior Distribution Date, plus the amount of any
Carry-over Amount for such Distribution Date and any Carry-over Amount
previously due but not paid to Series 2001-A Certificateholders on a prior
Distribution Date, plus the amount of any Additional Carry-over Amount for
such Distribution Date, plus the amount of any Additional Carry-over Amount
previously due but not paid to Series 2001-A Certificateholders on any prior
Distribution Date, up to the Reassignment Amount for Series 2001-A.
(c) With respect to 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): 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 2001-A Certificates, plus the
amount of Additional Interest, if any, for such Distribution Date, plus the
amount of any Additional Interest previously due but not paid to Series 2001-A
Certificateholders on a prior Distribution Date, plus the amount of any
Carry-over Amount for such Distribution Date, plus the amount of any
Carry-over Amount previously due but not paid to Series 2001-A
Certificateholders on any prior Distribution Date, plus the amount of any
Additional Carry-over Amount for such Distribution Date, plus the amount of
any Additional Carry-over Amount previously due but not paid to Series 2001-A
Certificateholders on a prior Distribution Date, up to the Reassignment Amount
and (ii) second, pay the remainder of any Termination Proceeds to the Seller.
(d) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 7.01 of this Series Supplement, the Trustee shall,
not later than 12:00 noon, New York City time, on the Distribution Date on
which such amounts are deposited (in the priority set forth below): (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 2001-A Certificates, plus the amount of Additional
Interest, if any, for such Distribution Date, plus the amount of any
Additional Interest previously due but not paid to Series 2001-A
Certificateholders on a prior Distribution Date, plus the amount of any
Carry-over Amount for such Distribution Date, plus the amount of any
Carry-over Amount previously due but not paid to Series 2001-A
Certificateholders on any prior Distribution Date, plus the amount of any
Additional Carry-over Amount for such Distribution Date, plus the amount of
any Additional Carry-over Amount previously due but not paid to Series 2001-A
Certificateholders on a prior Distribution Date, up to the Reassignment
Amount.
(e) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account
pursuant to Section 7.01 or 8.01 and all other amounts on deposit therein
shall be distributed in full to the Series 2001-A Certificateholders on such
date and any distribution made pursuant to paragraph (c) above shall be deemed
to be a final distribution pursuant to Section 12.02 of the Agreement with
respect to the Series 2001-A Certificates.
31
SECTION 8.02. 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.
(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
distributed on a prior Distribution Date, (iii) the amount of Additional
Monthly Interest, if any, for such Distribution Date and any Additional
Monthly Interest previously due but not 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 2001-A
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 2001-A
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 2001-A
Certificateholders; provided 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.
(c) Notwithstanding anything to the contrary in this Series Supplement or
in 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 2001-A
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 2001-A.
32
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. 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) that will mature so that
funds collected in respect of the Receivables in a Collection Period will be
available on or before the following Distribution Date.
(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 herein or in the Agreement,
subject to the other limitations described in Section 4.03 of the Agreement,
DCS need not deposit collections with respect to any Collection Period in the
Collection Account until the related Distribution Date.
(d) 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 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
Cut-Off Date;
(iii) no selection procedures believed by the Seller to be adverse
to the interests of the Series 2001-A 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 DCS 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;
33
(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 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
34
shall have received confirmation from each Rating Agency that the addition of
all Automatic Additional Accounts included as 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.
(e) Each Holder of a Series 2001-A 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 9.01(a), 9.01(b),
9.01(c) and 9.01(d).
(f) 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 or the Yield Supplement Account, or Investment
Proceeds with respect thereto.
(g) Notwithstanding anything to the contrary in Section 12.02(c) of the
Agreement, the following shall be applicable to the Series 2001-A
Certificates:
In the event that the Invested Amount is greater than zero on the
Termination Date (after giving effect to deposits and distributions otherwise
to be made on the Termination Date), the Trustee will sell or cause to be sold
on the Termination Date Receivables (or interests therein) in an amount equal
to the sum of (i) 110% of the Invested Amount on the Termination Date (after
giving effect to such deposits and distributions) and (ii) the Available
Subordinated Amount on the preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following such Determination Date); provided , however, that
in no event shall such amount exceed the product of the Series 2001-A
Allocation Percentage (for the Collection Period in which the Termination Date
occurs) of Receivables on the Termination Date. The proceeds (the "Termination
Proceeds") from such sale shall be immediately deposited into the Collection
Account for the benefit of the Series 2001-A Certificateholders.
SECTION 9.02. 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 9.03. 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 9.04. Dealer Concentrations. So long as this Series 2001-A 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 1.5% 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.
35
SECTION 9.05. The Certificates. Notwithstanding anything to the contrary
in the Agreement, each of the Series 2001-A Certificates may be executed by
manual or facsimile signature on behalf of the Seller by any assistant
secretary of the Seller.
SECTION 9.06. 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.
36
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.
DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, by CHRYSLER
FINANCIAL RECEIVABLES CORPORATION, a
member,
by
________________________________
DAIMLERCHRYSLER SERVICES NORTH AMERICA
LLC, Servicer,
by
________________________________
THE BANK OF NEW YORK,
Trustee,
by
________________________________
37
EXHIBIT A-1
[FORM OF CERTIFICATE]
FACE OF CERTIFICATE
Initial Invested Amount/1/:
REGISTERED
$[ ]
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 2001-A
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 DaimlerChrysler Services North America LLC meeting certain
eligibility criteria. This certificate (a "Certificate") does not represent an
interest in, or obligation of, DaimlerChrysler Wholesale Receivables LLC (the
"Seller" or "DCWR"), DaimlerChrysler Services North America LLC 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.
______________
1 Denominations of $1,000 and integral multiples of $1,000 in excess thereof
A-1
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.
DAIMLERCHRYSLER WHOLESALE
RECEIVABLES LLC, by CHRYSLER
FINANCIAL RECEIVABLES CORPORATION, a
member
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
A-2
REVERSE OF CERTIFICATE
This certifies that Cede & Co. (the "Series 2001-A 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 ("USA") on
August 8, 1991 and as assigned by USA to DaimlerChrysler Wholesale Receivables
LLC (the "Seller") on May 31, 2000 (as assigned and as amended and
supplemented from time to time, the "P&S"), among the Seller, Chrysler Credit
Corporation, which has been ultimately succeeded by DaimlerChrysler Services
North America LLC, 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 2001-A Supplement dated as of
December 7, 2001 among the Seller, the Servicer and the Trustee (the "Series
Supplement"), that are allocated to the Series 2001-A 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 9-315 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, (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 9-315 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
DaimlerChrysler Services North America LLC to domestic automobile dealers
franchised by DaimlerChrysler 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 2001-A Certificateholder by virtue
of the acceptance hereof assents and is bound.
A-3
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, 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust Office. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and the
Series 2001-A Certificates have been (or will be) issued with the intention
that the Series 2001-A 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 2001-A 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
2001-A 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 2001-A 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 2001-A 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 2001-A 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 Series 2001-A Certificateholder
in accordance with the Pooling and Servicing Agreement.
On the Distribution Date on which the outstanding principal amount of the
Series 2001-A Certificates will be reduced to $100,000,000 or less, the
Servicer shall have the option to purchase the entire Series 2001-A
Certificateholders' Interest in the Trust at a purchase price equal to the
Reassignment Amount using funds on deposit in the Principal Funding Account
and the Excess Funding Account and amounts on deposit in the Collection
Account as are payable to the Series 2001-A Certificateholders or, to the
extent of any insufficiency of such funds (the "Insufficiency Amount"), funds
in an amount equal to the Insufficiency Amount provided by DaimlerChrysler
Services North America LLC
This Certificate does not represent an obligation of, or an interest in,
DaimlerChrysler Corporation, the Seller, the Servicer, or any affiliate of any
of them and is not insured or
A-4
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 2001-A 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
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the certificates of the Investor 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 Investor
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 Investor Certificateholders or
deposits of amounts to be so distributed without the consent of each such
affected Investor Certificateholder; (ii) change the definition or the manner
of calculating any Certificateholder's interest without the consent of each
affected Investor Certificateholder; (iii) reduce the amount available under
any Enhancement without the consent of each affected Investor
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 Investor Certificates of such Series or Class or (v)
reduce the aforesaid percentage required to consent to any such amendment
without the consent of all Investor 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 2001-A
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 Agreement.
A-5
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Series 2001-A Certificates are exchangeable for
new Series 2001-A 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.
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.
A-6
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.