Exhibit 10-J
CONFORMED COPY
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U.S. AUTO RECEIVABLES COMPANY
Seller
CHRYSLER CREDIT CORPORATION
Servicer
and
MANUFACTURERS AND TRADERS TRUST COMPANY
Trustee
__________________________________________________________
LONG TERM
BANK SUPPLEMENT
Dated as of May 23, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of May 31, 1991
________________________________________________________
CARCO AUTO LOAN MASTER TRUST
BANK SERIES
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TABLE OF CONTENTS
Page
ARTICLE I
CREATION OF THE BANK SERIES CERTIFICATES. . . . . . . . .1
SECTION 1.1. Designation . . . . . . . . . . . . . . . . . . . . . . . .1
ARTICLE II
DEFINITIONS. . . . . . . . . . . . . . . .2
SECTION 2.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . .2
ARTICLE III
THE BANK SERIES CERTIFICATES. . . . . . . . . . . .2
SECTION 3.1. Purchases of the Bank Series
Certificates . . . . . . . . . . . . . . . . . . . . .2
SECTION 3.2. Procedure for Increasing the
Invested Amount. . . . . . . . . . . . . . . . . . . .2
SECTION 3.3. Procedure for Decreasing the
Invested Amount. . . . . . . . . . . . . . . . . . . .4
SECTION 3.4. Interest. . . . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 3.5. Indemnification by Seller . . . . . . . . . . . . . . . . .4
SECTION 3.6. Pro Rata Payments . . . . . . . . . . . . . . . . . . . . .4
ARTICLE IV
SERVICING FEE . . . . . . . . . . . . . . .5
SECTION 4.1. Servicing Compensation. . . . . . . . . . . . . . . . . . .5
ARTICLE V
RIGHTS OF BANK SERIES CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS . . . . . . . .5
SECTION 5.1. Allocations; Payments to Seller;
Excess Principal Collections
and Unallocated Principal
Collections. . . . . . . . . . . . . . . . . . . . . .5
SECTION 5.2. Determination of Monthly Interest . . . . . . . . . . . . .7
SECTION 5.3. Determination of Monthly Principal. . . . . . . . . . . . .8
SECTION 5.4. Establishment of Reserve Account. . . . . . . . . . . . . .8
SECTION 5.5. Deficiency Amount . . . . . . . . . . . . . . . . . . . . .9
SECTION 5.6. Application of Bank Non-Principal
Collections, Available Seller
Non-Principal Collections, and
Available Bank Principal
Collections. . . . . . . . . . . . . . . . . . . . . 10
SECTION 5.7. Application of Reserve Account and
Available Subordinated Amount. . . . . . . . . . . . 11
SECTION 5.8. Investor Charge-offs. . . . . . . . . . . . . . . . . . . 12
SECTION 5.9. Excess Servicing. . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.10. Excess Principal Collections. . . . . . . . . . . . . . . 13
ARTICLE VI
DISTRIBUTIONS AND REPORTS . . . . . . . . . . . 13
SECTION 6.1. Distributions . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 6.2. Daily Reports . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.3. Periodic Reports. . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VII
ADDITIONAL EARLY AMORTIZATION EVENTS. . . . . . . . . 15
SECTION 7.1. Additional Early Amortization
Events . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 7.2. Notice of Early Amortization Event. . . . . . . . . . . . 16
ARTICLE VIII
CHANGE IN CIRCUMSTANCES. . . . . . . . . . . . 16
SECTION 8.1. Reemployment Costs. . . . . . . . . . . . . . . . . . . . 16
SECTION 8.2. Inability to Determine LIBO Rate. . . . . . . . . . . . . 16
SECTION 8.3. Illegality. . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.4. Increased Costs . . . . . . . . . . . . . . . . . . . . . 17
SECTION 8.5. Changes in Capital Requirements . . . . . . . . . . . . . 18
SECTION 8.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 8.7. Section 8 Costs . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE IX
OPTIONAL REPURCHASE. . . . . . . . . . . . . 21
SECTION 9.1. Optional Repurchase . . . . . . . . . . . . . . . . . . . 21
ARTICLE X
FINAL DISTRIBUTIONS. . . . . . . . . . . . . 21
SECTION 10.1. Sale of Certificateholders' Inter-
est Pursuant to Section 2.03
of the Wholesale PSA;
Distributions, Pursuant to
Section 9.1 of this Long Term
Supplement or Section 2.03 or
12.02(c) of the Wholesale PSA. . . . . . . . . . . . 21
SECTION 10.2. Distribution of Proceeds of Sale,
Disposition or Liquidation of
the Receivables Pursuant to
Section 9.02 of the Wholesale
PSA. . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE XI
MISCELLANEOUS PROVISIONS. . . . . . . . . . . . 23
SECTION 11.1. Ratification of Wholesale PSA . . . . . . . . . . . . . . 23
SECTION 11.2. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 11.3. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 11.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 11.5. Successors and Assigns. . . . . . . . . . . . . . . . . . 23
SECTION 11.6. Physical Certificates . . . . . . . . . . . . . . . . . . 23
SECTION 11.7. Rights of Certificateholder . . . . . . . . . . . . . . . 23
SECTION 11.8. Certificate Transfer Restrictions . . . . . . . . . . . . 24
SECTION 11.9. Trustee's Communications. . . . . . . . . . . . . . . . . 24
ARTICLE XII
COVENANTS, REPRESENTATIONS AND WARRANTIES . . . . . . . 24
SECTION 12.1. Representations and Warranties of
the Seller and the Servicer. . . . . . . . . . . . . 24
SECTION 12.2. Covenants of the Servicer . . . . . . . . . . . . . . . . 24
ARTICLE XIII
CONDITIONS PRECEDENT. . . . . . . . . . . . . 25
SECTION 13.1. Conditions Precedent to
Effectiveness of Long Term
Supplement . . . . . . . . . . . . . . . . . . . . . 25
SECTION 13.2. Conditions Precedent to Increase. . . . . . . . . . . . . 26
ANNEX
I Definitions
EXHIBITS
A Form of Bank Series Certificate
B Form of Distribution Date Statement
C Form of Daily Report
D-1 Form of Monthly Certificateholders'
Statement (Revolving Period)
D-2 Form of Monthly Certificateholders' Statement
(Early Amortization Period)
E Forms of Effective Date Opinions
F Forms of Undertaking Letters
LONG TERM BANK SUPPLEMENT dated as of May 23, 1994 (the "Long
Term Supplement"), among U.S. AUTO RECEIVABLES COMPANY, a Delaware
corporation, as Seller, CHRYSLER CREDIT CORPORATION, a Delaware
corporation, as Servicer, MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York banking corporation, as Trustee (in such capacity, the "Trustee"), the
several banks parties to this Long Term Supplement as of the Effective Date
(collectively, the "Initial Bank Series Certificateholders" and,
individually, an "Initial Bank Series Certificateholder"), the other
financial institutions from time to time parties hereto as
certificateholders and CHEMICAL BANK, a New York banking corporation, as
agent for the Bank Series Certificateholders (in such capacity, the
"Agent"), and as administrative agent (in such capacity, the
"Administrative Agent").
Pursuant to the Pooling and Servicing Agreement dated as of May
31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO") to the
Seller on August 8, 1991 (as assigned, amended and supplemented, the
"Wholesale PSA"), among the Seller, the Servicer and the Trustee, CARCO has
created and assigned to the Seller its interests in the CARCO Auto Loan
Master Trust (the "Trust"). Section 6.03 of the Wholesale PSA 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 Long Term Supplement to
the Wholesale PSA.
Pursuant to this Long Term Supplement, the Seller and the Trustee
shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
The Seller, the Bank Series Certificateholders, the Servicer,
Chrysler Financial Corporation ("CFC"), American Auto Receivables Company,
the Agent, and the Administrative Agent have entered into a Long Term
Receivables Purchase Agreement, dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the "Long Term RPA"),
pursuant to which the parties hereto agreed to enter into this Long Term
Supplement.
ARTICLE I
Creation of the Bank Series Certificates
SECTION 1.1. Designation. (a) There is hereby created a Series
of Investor Certificates to be issued pursuant to the Wholesale PSA and
this Long Term Supplement to be known as the "Revolving Certificates, Bank
Series" (the "Bank Series Certificates").
(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 Wholesale PSA, the terms and provisions of this Long Term Supplement
shall govern. ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN ARE
DEFINED IN THE WHOLESALE PSA. All Article, Section or subsection
references herein shall mean Article, Section or subsections of this Long
Term Supplement, except as otherwise provided herein.
ARTICLE II
Definitions
SECTION 2.1. Definitions. (a) The capitalized terms used
herein which are defined in or by reference in Annex I hereto shall have
the meanings specified therein.
(b) The definitions in Annex I are applicable to the singular as
well as the plural forms of such terms and to the masculine as well as to
the feminine and neuter genders of such terms.
(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Long Term Supplement shall refer to this
Long Term Supplement as a whole and not to any particular provision of this
Long Term Supplement; and the term "including" means "including without
limitation".
ARTICLE III
The Bank Series Certificates
SECTION 3.1. Purchases of the Bank Series Certificates. (a)
Subject to the terms and conditions of this Long Term Supplement, each
Initial Bank Series Certificateholder hereby severally agrees (i) to
purchase from the Trust on the Effective Date a Bank Series Certificate for
an amount equal to such Initial Bank Series Certificateholder's Commitment
Percentage of the Initial Aggregate Bank Invested Amount and (ii) to
maintain, in accordance with the provisions of this Long Term Supplement,
an interest in the Trust, subject to increase or decrease during the
Revolving Period, equal to such Bank Series Certificateholder's Commitment
Percentage of the Aggregate Bank Invested Amount.
(b) Subject to the terms and conditions of this Long Term
Supplement, each Purchasing Bank hereby severally agrees to maintain, in
accordance with the provisions of this Long Term Supplement, an interest in
the Trust, subject to increase or decrease during the Revolving Period,
equal to such Bank Series Certificateholder's Commitment Percentage of the
Aggregate Bank Invested Amount.
SECTION 3.2. Procedure for Increasing the Invested Amount. (a)
Subject to subsection 2.3 of the Long Term RPA and subsections 3.2(b) and
13.2 hereof, on any Business Day during the Revolving Period, the Invested
Amount may be increased by increasing each Bank Series Certificateholder's
Bank Invested Amount (an "Increase"), up to an amount not exceeding such
Bank Series Certificateholder's Long Term Commitment, upon the request of
the Seller on behalf of the Trust (each date on which an increase in the
Invested Amount occurs hereunder being herein referred to as the "Increase
Date" applicable to such Increase); provided that the Servicer shall have
given the Administrative Agent irrevocable written notice (effective upon
receipt) of such request pursuant to subsection 2.3 of the Long Term RPA,
and provided, further, that no more than one Increase shall be made during
any calendar month.
(b) The Bank Series Certificateholders shall not increase their
respective Bank Invested Amounts on any Increase Date hereunder if:
(i) the Seller shall not have increased the Available
Subordinated Amount to an amount greater than or equal to the Required
Available Subordinated Amount (after giving effect to such Increase);
(ii) the related Increase Amount is less than $50,000,000;
(iii) after giving effect to the Increase, the Aggregate Invested
Amount would exceed the aggregate Long Term Commitments (determined as
of the date the notice of such Increase is given);
(iv) an Early Amortization Event or an event which, with the
passage of time or the giving of notice, would be an Early
Amortization Event has occurred and is continuing;
(v) after giving effect to the Increase, the Aggregate Bank
Invested Amount would exceed the Wholesale Bank Series Certificate
Sublimit;
(vi) after giving effect to the Increase, the Required
Participation Amount would exceed the Pool Balance at such time;
(vii) the conditions precedent set forth in subsection 4.3 of the
Long Term RPA and subsection 13.2 hereof shall not have been
satisfied;
(viii) if such Increase takes place prior to the Distribution Date
occurring in the calendar month such Increase is made, the Seller
shall not have deposited in the Collection Account an amount (a
"Pre-Accrual Period Deposit") equal to the Daily Base Rate Interest
Expense estimated by the Administrative Agent to accrue with respect
to such Increase for the period from the date of such Increase to such
Distribution Date; or
(ix) any "Event of Default" under and as defined in the CFC
Revolving Credit Agreement has occurred and its continuing.
(c) Payment by the Bank Series Certificateholders in respect of
any Increase shall be made to the Administrative Agent pursuant to
subsection 2.3 of the Long Term RPA.
SECTION 3.3. Procedure for Decreasing the Invested Amount. On
any Distribution Date during the Revolving Period, upon request of the
Seller on behalf of the Trust, the Aggregate Bank Invested Amount may be
reduced (a "Decrease") by the distribution to the Administrative Agent on
behalf of the Bank Series Certificateholders of some or all of Available
Bank Principal Collections on such Distribution Date; provided that the
Servicer shall have given the Administrative Agent written notice
(effective upon receipt) prior to 12:00 Noon (New York City time) two
Business Days prior to the date of such Decrease stating the amount of such
Decrease and provided, further, that such Decrease shall be in an amount
equal to or greater than $25,000,000. The Available Subordinated Amount
shall simultaneously be reduced to an amount equal to the Required
Available Subordinated Amount after giving effect to such Decrease.
SECTION 3.4. Interest. Interest shall be payable on the Bank
Series Certificates on each Distribution Date pursuant to subsection 5.6.
Calculations of per annum rates and fees under this Long Term Supplement
shall be made on the basis of (a) a 360-day year for actual days elapsed
with respect to interest payments calculated based on the LIBO Rate and (b)
a 365- (or 366-, as the case may be) day year for actual days elapsed with
respect to other interest payments and fees. Each determination of the
LIBO Rate hereunder by the Agent shall be conclusive and binding upon each
of the parties hereto in the absence of manifest error. Any change in
monthly interest payable hereunder resulting from a change in the Base Rate
shall become effective as of the opening of business on the day on which
such change is announced.
SECTION 3.5. Indemnification by Seller. The Seller hereby
agrees to pay, and to indemnify and hold harmless, the Administrative
Agent, the Agent, each Bank Series Certificateholder and the Trustee and
each officer, director and employee thereof from (a) all claims, disputes,
damages, penalties and losses arising from the Receivables or the
underlying collateral (including any product warranty-related claims, but
excluding credit losses), (b) any taxes which may at any time be asserted
in respect of this transaction or the subject matter thereof (including,
without limitation, any sales, gross receipts, general corporation,
personal property, privilege or license taxes, but not including taxes
imposed upon the Agent, the Administrative Agent, any such Bank Series
Certificateholder or the Trustee with respect to its income arising out of
this transaction and imposed in any jurisdiction) and (c) costs, expenses
and reasonable counsel fees in defending against the same, whether arising
by reason of the acts to be performed by the Seller or the Servicer
hereunder or imposed against the Agent, the Administrative Agent, any Bank
Series Certificateholder, the Trustee or any officer, director or employee
thereof, or the Seller, the property involved or otherwise.
Notwithstanding any provision of this Long Term Supplement to the contrary,
any amounts payable by the Seller pursuant to this Section 3.5 shall be
paid by the Seller only to the extent of Excess Servicing available to the
Seller pursuant to Section 5.9(b)(ii).
SECTION 3.6. Pro Rata Payments. All payments to be made by the
Bank Series Certificateholders pursuant to this Long Term Supplement shall
be made by each Bank Series Certificateholder of record on such date, pro
rata, based upon the Commitment Percentage of such Bank Series
Certificateholder.
SECTION 3.7. Changes in Bank Group. Any "Bank" which becomes a
party to the Long Term RPA pursuant to subsection 2.9 thereof shall become
a Long Term Bank Series Certificateholder party hereto by executing a New
Bank Supplement in accordance with said subsection 2.9. Any Long Term Bank
Series Certificateholder which increases its Long Term Commitment pursuant
to subsection 2.9 of the Long Term RPA shall execute a Long Term Commitment
Increase Supplement in accordance with said subsection 2.9. Upon receipt
of a copy of any such Supplement, the Seller shall execute, and the Trustee
shall authenticate, a Long Term Bank Series Certificate for such new Long
Term Bank Series Certificateholder or such Long Term Bank Series
Certificateholder which increases its Long Term Commitment, provided that
any Long Term Bank Series Certificateholder increasing its Long Term
Commitment shall surrender its Long Term Bank Series Certificate to the
Trustee or provide the Trustee with a certificate of a responsible officer
of such Long Term Bank Series Certificateholder that such Long Term Bank
Series Certificate has been stolen, lost or destroyed and provide the
Trustee with such security or indemnity as may be required by it to save it
harmless.
ARTICLE IV
Servicing Fee
SECTION 4.1. Servicing Compensation. The monthly servicing fee
(the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears,
on each Distribution Date in respect of any Collection Period (or portion
thereof) occurring prior to the earlier of the first Distribution Date
following the Termination Date and the first Distribution Date on which the
Invested Amount is zero, in an amount equal to one-twelfth of the product
of (a) the Servicing Fee Rate, (b) the Pool Balance as of the last day of
the Collection Period second preceding such Distribution Date and (c) the
Bank Series Allocation Percentage with respect to the immediately preceding
Collection Period. The share of the Monthly Servicing Fee allocable to the
Bank Series Certificateholders with respect to any Distribution Date (the
"Certificateholders Monthly Servicing Fee") shall be equal to one-twelfth
of the product of (a) the Servicing Fee Rate and (b) the Aggregate Bank
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 Bank Series 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 Bank Series 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 Long Term Supplement.
ARTICLE V
Rights of Bank Series Certificateholders and
Allocation and Application of Collections
SECTION 5.1. 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 Bank Series pursuant to Article IV of
the Wholesale PSA shall be allocated and distributed as set forth in this
Article.
(b) The Servicer shall instruct the Trustee to withdraw from the
Collection Account and pay to the Seller on the dates set forth below the
following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Non-Principal
Collections deposited in the Collection Account for such Deposit
Date; and
(B) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Principal Collections
deposited in the Collection Account for such Deposit Date, if the
Seller's Participation Amount (determined after giving effect to
any Principal Receivables transferred to the Trust on such
Deposit Date) exceeds the Trust Available Subordinated Amount for
the immediately preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such
Determination Date); and
(ii) on each Deposit Date with respect to the Revolving Period,
an amount equal to the Available Seller's Principal Collections for
such Deposit Date, if the Seller's Participation Amount (determined
after giving effect to any Principal Receivables transferred to the
Trust on such Deposit Date) exceeds the Trust Available Subordinated
Amount for the immediately preceding Determination Date (after giving
effect to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date immediately following such
Determination Date); provided, however, that Available Seller's
Principal Collections shall be paid to the Seller with respect to any
Collection Period only after an amount equal to the sum of (A) the
Deficiency Amount, if any, relating to the immediately preceding
Collection Period and (B) the excess, if any, of the Reserve Account
Required Amount over the amount in the Reserve Account on the
immediately preceding Distribution Date (after giving effect to the
allocations of, distributions from, and deposits in, the Reserve
Account on such Distribution Date), has been deposited in the
Collection Account for the benefit of the Bank Series from such
Available Seller's Principal Collections.
The withdrawals to be made from the Collection Account pursuant
to this Section 5.1(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 Wholesale PSA, payment of the purchase price for the
Bank Series Certificateholders Interest pursuant to Section 9.1 of this
Long Term Supplement and proceeds from the sale, disposition or liquidation
of Receivables pursuant to Section 9.02 or 12.02 of the Wholesale PSA.
(c) The Servicer shall instruct the Trustee to withdraw from the
Collection Account and deposit into the Reserve Account on Deposit Dates
with respect to the Revolving Period Available Seller's Principal
Collections for such Deposit Date, up to the amount of the excess, if any,
determined pursuant to Section 5.1(b)(ii)(B).
SECTION 5.2. Determination of Monthly Interest. (a)(i) The
amount of monthly interest ("Monthly Interest") with respect to the Bank
Series Certificates on any Distribution Date shall be an amount equal to
the sum of (A) with respect to that portion of the Aggregate Bank Invested
Amount allocated to the LIBO Tranche, an amount equal to the product of (I)
the number of days in the preceding Accrual Period divided by 360, (II) the
sum of the LIBO Rate applicable to the LIBO Tranche for the Accrual Period
with respect to such Distribution Date and the Eurodollar Margin, and (III)
the portion of the Aggregate Bank Invested Amount allocable to the LIBO
Tranche as of the close of business on the preceding Distribution Date
(after giving effect to all distributions of Monthly Principal on such
preceding Distribution Date) and (B) with respect to that portion of the
Aggregate Bank Invested Amount not allocated to the LIBO Tranche, an amount
("Monthly Base Rate Interest") equal to the sum of each Daily Base Rate
Interest Expense determined by the Administrative Agent for each day of the
Accrual Period with respect to such Distribution Date, provided, however,
if any Increase shall be made during the period from and including the
first calendar day of any month to but excluding the Distribution Date
occurring during such month, the amount of Daily Base Rate Interest Expense
calculated with respect to such Increase during such period shall not be
included in the Monthly Interest determined for the Accrual Period with
respect to such Distribution Date, but instead shall be included in the
Monthly Interest determined for the Accrual Period with respect to the next
succeeding Distribution Date.
(ii) In the event the Base Rate changes during the period between
any Determination Date and the following Distribution Date and a portion of
the Aggregate Bank Invested Amount is not allocated to the LIBO Tranche,
the Servicer and the Administrative Agent shall cooperate on the date of
such change in modifying the Distribution Date Statement to reflect the
adjustment in the Monthly Interest for the then current Accrual Period
caused by such change and any consequent adjustments, including adjustment
to the Deficiency Amount, if any. Any such modification, including any
adjustment to the Deficiency Amount shall be completed by 10:00 a.m. on
such Distribution Date.
(b) On the Determination Date preceding each Distribution Date,
the Servicer shall determine the amount, if any (the "Interest Shortfall"),
by which (i) the Monthly Interest for the Accrual Period with respect to
such Distribution Date is greater than (ii) the amount which will be
available to be distributed to the Bank Series Certificateholders on such
Distribution Date in respect thereof pursuant to this Long Term 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 (A) the number of days in the related Accrual Period divided by
365 (or 366, as determined in accordance with subsection 3.4), (B) the
Default Rate and (C) such Interest Shortfall (or the portion thereof which
has not been paid to the Bank Series Certificateholders) shall be payable
as provided herein with respect to the Bank Series Certificates on each
Distribution Date following such Distribution Date to and including, the
Distribution Date on which such Interest Shortfall is paid to Bank Series
Certificateholders. Notwithstanding anything to the contrary herein,
Additional Interest shall be payable or distributed to the Bank Series
Certificateholders only to the extent permitted by applicable law.
(c) On each Distribution Date the Seller may, subject to
subsection 5.2(d), elect to allocate or continue to allocate all or any
part of the Aggregate Bank Invested Amount to the LIBO Tranche by giving
the Administrative Agent irrevocable written or telephonic (confirmed in
writing) notice thereof, which notice must be received by the
Administrative Agent prior to 12:00 Noon (New York City time) three
Business Days prior to such Distribution Date. Such notice shall specify
(i) the applicable Distribution Date, (ii) the date of the succeeding
Distribution Date and (iii) the portion of the Aggregate Bank Invested
Amount being allocated to the LIBO Tranche. Promptly upon receipt of each
such notice the Administrative Agent shall notify each Bank Series
Certificateholder of the contents thereof. If the Administrative Agent
shall not have received timely notice as aforesaid with respect to all or
any portion of the Aggregate Bank Invested Amount, the Monthly Interest on
the Aggregate Bank Invested Amount for the succeeding Accrual Period shall
be calculated by reference to the Base Rate.
(d) Anything contained in this Section 5.2 to the contrary
notwithstanding, (i) the portion of the Aggregate Bank Invested Amount
allocable to the LIBO Tranche must be an amount equal to $50,000,000 or an
integral multiple of $1,000,000 in excess thereof and (ii) after the
occurrence and during the continuance of any Early Amortization Event, the
Seller may not elect to allocate all or any portion of the Aggregate Bank
Invested Amount to the LIBO Tranche.
SECTION 5.3. Determination of Monthly Principal. The amount of
monthly principal ("Monthly Principal") distributable with respect to the
Bank Series Certificates on each Distribution Date with respect to an Early
Amortization Period shall be equal to the sum of (i) the Available Bank
Principal Collections with respect to such Distribution Date and (ii) the
Available Seller's Principal Collections allocated pursuant to subsection
5.7(d)(ii); provided, however, that Monthly Principal shall not exceed the
Aggregate Bank Invested Amount.
SECTION 5.4. Establishment of Reserve Account. The Servicer,
for the benefit of the Bank Series Certificateholders, shall cause to be
established and maintained in the name of the Trust an Eligible Deposit
Account (the "Reserve Account") bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Bank
Series Certificateholders. On the Effective Date, the Seller shall cause
to be deposited in the Reserve Account the Initial Reserve Account Deposit
Amount. The Trustee shall possess all right, title and interest in all
funds from time to time on deposit in, and all Eligible Investments
credited to, the Reserve Account and in all proceeds thereof. The Reserve
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Bank Series Certificateholders. If, at any time, the
Reserve Account ceases to be an Eligible Deposit Account, the Servicer
shall establish a substitute Eligible Deposit Account as the Reserve
Account, transfer any cash and/or any Eligible Investments to such new
Reserve Account and from the date any such substitute account is
established, such account shall be the "Reserve Account". Neither the
Seller nor the Servicer, nor any person or entity claiming by, through or
under the Seller or Servicer, shall have any right, title or interest in,
or any right to withdraw any amount from, the Reserve Account, except as
expressly provided herein. Pursuant to the authority granted to the
Servicer in Section 3.01 of the Wholesale PSA, the Servicer shall have the
power, revocable by the Trustee, to instruct the Trustee to make
withdrawals and payments from the Reserve Account for the purposes of
carrying out the Servicer's or the Trustee's duties specified in the
Wholesale PSA and this Long Term Supplement.
All Eligible Investments in the Reserve Account shall be held by
the Trustee for the benefit of the Bank Series Certificateholders. Funds
on deposit in the Reserve Account shall at the direction of the Servicer be
invested by the Trustee solely in Eligible Investments that will mature so
that such funds will be available at the close of business on or before the
Business Day next preceding the following Distribution Date (or on or
before 10:00 a.m. on such following Distribution Date in the case of
Eligible Investments in respect of which the Trustee is the obligor). As
of each Determination Date, all interest and other investment earnings (net
of losses and investment expenses) on funds on deposit in the Reserve
Account received with respect to such Determination Date shall be credited
to the Collection Account for the benefit of the Bank Series (together with
earnings on the Pre-Accrual Period Deposit and an amount equal to the Bank
Series 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 Wholesale PSA with respect to such
Determination Date, "Investment Proceeds"). Schedule 1, which is hereby
incorporated into and made part of this Long Term Supplement, identifies
the Reserve Account by setting forth the account number of such account,
the account designation of such account and the name of the institution
with which such account has been established. If a substitute Reserve
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 Reserve Account.
SECTION 5.5. Deficiency Amount. With respect to each
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 Bank Series
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 Bank Series 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 amount of Investor Charge-Offs which have not
previously been reimbursed, (vii) the Bank Series 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 Wholesale PSA with
respect to the related Collection Period that has not been so deposited as
of such Determination Date and (viii) any Section 8 Costs, exceeds (b) the
sum of (i) Bank Non-Principal Collections and Available Seller
Non-Principal Collections deposited in the Collection Account during the
Collection Period preceding such Distribution Date plus any Investment
Proceeds plus any Pre-Accrual Period Deposit made during the Accrual Period
preceding the Accrual Period with respect to such Distribution Date plus
(ii) the amount of funds in the Reserve Account which are available
pursuant to Section 5.7(a) to cover any portion of the Deficiency Amount.
The lesser of the Deficiency Amount and the Available Subordinated Amount
on the related Determination Date shall be the "Required Subordination Draw
Amount".
SECTION 5.6. Application of Bank Non-Principal Collections,
Available Seller Non-Principal Collections, and Available Bank Principal
Collections. The Servicer shall cause the Trustee to apply, on each
Distribution Date, Bank Non-Principal Collections, Available Seller
Non-Principal Collections, Investment Proceeds and Available Bank Principal
Collections to make the following distributions:
(a) On each Distribution Date, an amount equal to the sum of
Bank Non-Principal Collections, Available Seller Non-Principal
Collections and any Investment Proceeds will with respect to the
preceding Collection Period and any Pre-Accrual Period Deposit made
during the Accrual Period preceding the Accrual Period with respect to
such Distribution Date be distributed in the following priority:
(i) an amount equal to Monthly Interest for such
Distribution Date, plus the amount of any Monthly Interest
previously due but not distributed to the Bank Series
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
Bank Series Certificateholders on a prior Distribution Date,
shall be distributed to the Bank Series Certificateholders;
(ii) an amount equal to the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be distributed to
the Servicer;
(iii) an amount equal to the Investor Default Amount for such
Distribution Date shall be treated as a portion of Bank Principal
Collections for such Distribution Date;
(iv) an amount equal to the aggregate amount of Investor
Charge-Offs which have not previously been reimbursed shall be
treated as a portion of Bank Principal Collections for such
Distribution Date;
(v) an amount equal to the sum of (A) Section 8 Costs for
such Distribution Date and (B) any Section 8 Costs not paid on
any preceding Distribution Date shall be paid to the Agent for
the account of the applicable Bank Series Certificateholders; and
(vi) the balance, if any, shall constitute Excess Servicing
and shall be allocated and distributed as set forth in Section
5.9.
(b) (i) On each Distribution Date during the Revolving Period
with respect to which the Seller has notified the Administrative Agent
a Decrease will occur, an amount of Available Bank Principal
Collections deposited in the Collection Account for the related
Collection Period equal to such Decrease will be distributed to the
Administrative Agent for the ratable benefit of the Bank Series
Certificateholders. The Aggregate Bank Invested Amount shall be
reduced by the amount of Available Bank Principal Collections so
distributed. Any such remaining Available Bank Principal Collections
shall be treated as Excess Principal Collections and applied in
accordance with Section 4.04 of the Wholesale PSA.
(ii) On each Distribution Date during the Revolving Period
with respect to which the Servicer has not notified the Administrative
Agent it will be making a Decrease, an amount equal to Available Bank
Principal Collections deposited in the Collection Account for the
related Collection Period shall be treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the
Wholesale PSA.
(c) On each Distribution Date with respect to an Early
Amortization Period, an amount equal to the sum of (i) Available Bank
Principal Collections and (ii) Available Seller's Principal
Collections allocated pursuant to subsection 5.7(d)(ii) will be
distributed in the following priority: (i) an amount equal to Monthly
Principal for such Distribution Date shall be distributed to the
Administrative Agent for the ratable benefit of the Bank Series
Certificateholders and (ii) after giving effect to the distribution
referred to in clause (i), an amount equal to the balance, if any, of
such Available Bank Principal Collections shall be treated as Excess
Principal Collections and applied in accordance with Section 4.04 of
the Wholesale PSA.
SECTION 5.7. Application of Reserve Account and Available
Subordinated Amount. (a) If the portion of Bank Non-Principal
Collections, Available Seller's Non-Principal Collections, any Pre-Accrual
Period Deposit and Investment Proceeds allocated to the Bank Series
Certificateholders on any Distribution Date pursuant to Section 5.6(a) is
not sufficient to make the entire distributions required on such
Distribution Date by Section 5.6(a)(i) through (v), the Servicer shall
cause the Trustee to withdraw funds from the Reserve Account to the extent
available therein, and apply such funds to complete the distributions
pursuant to Section 5.6(a)(i) through (v).
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, the Servicer shall apply or cause the Trustee to apply
the Available Seller's Principal 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
Section 5.6(a)(i) through (v) that have not been made through the
application of funds from the Reserve Account in accordance with the
preceding paragraph. Any such Available Seller's Principal Collections
remaining after the application thereof pursuant to the preceding sentence
shall be treated as a portion of Bank Principal Collections for such
Distribution Date, but only up to the amount of unpaid Adjustment Payments
allocated to the Bank Series as described in Section 5.5(a)(vii). The
amount of the Available Seller's Principal Collections applied in
accordance with the two preceding sentences shall reduce the Available
Subordinated Amount as described in clause (c) of the definition thereof.
If the Required Subordination Draw Amount exceeds Available Seller's
Principal 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 the Bank Series as
described in Section 5.5(a)(vii).
(c) If, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Account made pursuant to Section 13.2,
Sections 5.1(c), 5.4, and Section 5.7(a) and (d), (i) during the Revolving
Period, the amount in the Reserve Account is greater than the Reserve
Account Required Amount for the related Distribution Date, the Servicer
shall cause the Trustee to distribute such excess amount to the Seller;
provided that the Seller's Participation Amount (determined after giving
effect to any Principal Receivables transferred to the Trust on such
Distribution Date) exceeds the Trust Available Subordinated Amount for the
immediately preceding Determination Date or (ii) the amount in the Reserve
Account is less than such Reserve Account Required Amount, then the Trustee
shall deposit any remaining Available Seller's Principal Collections on
deposit in the Collection Account for such Distribution Date into the
Reserve Account until either (x) the amount in the Reserve Account is equal
to such Reserve Account Required Amount (and the Available Subordinated
Amount shall be reduced by the amount of Available Seller's Principal
Collections so applied) or (y) the Available Subordinated Amount shall have
been reduced to the Required Available Subordinated Amount. On the
Termination Date, any funds in the Reserve Account will be treated as
Available Bank Principal Collections. After the earlier of the payment in
full of the Aggregate Bank Invested Amount and the Termination Date, any
funds remaining on deposit in the Reserve Account shall be paid to the
Seller.
(d) The balance of Available Seller's Principal Collections on
any Distribution Date, after giving effect to any distributions thereof
pursuant to paragraph (b) of this Section 5.7 shall (i) during the
Revolving Period, be distributed to the Seller; provided that the Seller's
Participation Amount (determined after giving effect to any Principal
Receivables transferred to the Trust on such Distribution Date) exceeds the
Trust Available Subordinated Amount for the immediately preceding
Determination Date and (ii) during an Early Amortization Period, be treated
as a portion of Bank Principal Collections and distributed pursuant to
Section 5.6(c).
SECTION 5.8. 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
Aggregate Bank Invested Amount shall be reduced by the amount of the excess
of such Deficiency Amount over any remaining Available Subordinated Amount
on such Determination Date, but not by more than the Investor Default
Amount. Investor Charge-Offs shall thereafter be reimbursed and the
Aggregate Bank Invested Amount increased (but not by an amount in excess of
the aggregate Investor Charge-Offs) on any Distribution Date by the sum of
(a) Allocable Miscellaneous Payments with respect to such Distribution Date
and (b) any amounts allocated and available for that purpose pursuant to
Section 5.6(a)(iv).
SECTION 5.9. Excess Servicing. The Servicer shall cause the
Trustee to apply, on each Distribution Date, Excess Servicing with respect
to such Distribution Date, to make the following distributions in the
following priority:
(a) an amount equal to the Reserve Account Deposit Amount (after
giving effect to any application of Available Seller's Principal
Collections pursuant to Section 5.7(b)) for such Distribution Date
shall be deposited in the Reserve Account; and
(b) the balance, if any, (i) for any Distribution Date during an
Early Amortization Period, shall be treated as a portion of Bank
Principal Collections and (ii) for any Distribution Date during the
Revolving Period, shall be distributed to the Seller.
SECTION 5.10. Excess Principal Collections. That portion of
Excess Principal Collections for any Distribution Date equal to the amount
of Bank Series Allocable Excess Principal Collections for such Distribution
Date will be allocated to the Bank Series and will be distributed as set
forth in this Long Term Supplement.
ARTICLE VI
Distributions and Reports
SECTION 6.1. Distributions. (a) On each Distribution Date with
respect to a Collection Period during which the Aggregate Bank Invested
Amount was greater than zero at any time, at the direction of the Servicer
the Trustee shall distribute to the Administrative Agent on behalf of each
Bank Series Certificateholder of record on the preceding Record Date (other
than as provided in Section 12.02 of the Wholesale PSA respecting a final
distribution) all amounts specified in Article V and promptly thereafter
the Administrative Agent shall make available to each Bank Series
Certificateholder pursuant to subsection 2.7 of the Long Term RPA an amount
equal to the product of (i) the amount to be distributed to the Bank Series
Certificateholders pursuant to Article V and (ii) such Bank Series
Certificateholder's Commitment Percentage.
(b) All allocations and distributions hereunder shall be in
accordance with the Distribution Date Statement delivered by the Servicer
to the Trustee pursuant to subsection 6.3 and shall be made in lawful money
of the United States and in immediately available funds.
(c) The final distribution on the Bank Series Certificates will
be made only upon presentation and surrender of the Bank Series
Certificates by the Administrative Agent to the Trustee. Each Bank Series
Certificateholder agrees to deliver, on or prior to the scheduled date of
such distribution, its Bank Series Certificate to the Administrative Agent
for presentation and surrender to the Trustee pursuant to the preceding
sentence.
SECTION 6.2. Daily Reports. On each Business Day when the
Aggregate Bank Invested Amount is greater than zero, the Servicer shall
provide the Administrative Agent and the Trustee with a Daily Report. The
Administrative Agent shall make copies of the Daily Report available to the
Bank Series Certificateholders at their reasonable request at the
Administrative Agent's office in New York City.
SECTION 6.3. Periodic Reports. (a) Distribution Date
Statements. On each Determination Date with respect to a Collection Period
during which the Aggregate Bank Invested Amount was greater than zero at
any time, the Servicer shall deliver to the Trustee and the Administrative
Agent a Distribution Date Statement. The Trustee shall be entitled to rely
on each Distribution Date Statement to determine the Aggregate Bank
Invested Amount. The Administrative Agent shall forward a copy of each
such Distribution Date Statement to any Bank Series Certificateholder upon
request by such Bank Series Certificateholder.
(b) Monthly Certificateholders' Statement. On each Distribution
Date with respect to a Collection Period during which the Aggregate Bank
Invested Amount was greater than zero at any time, the Servicer shall
deliver to the Trustee and the Administrative Agent, and the Administrative
Agent shall forward to each Bank Series Certificateholder, a Monthly
Certificateholders' Statement.
(c) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year (or such earlier date as required by
applicable law) following a calendar year during which the Aggregate Bank
Invested Amount was greater than zero at any time, the Servicer on behalf
of the Trustee shall furnish, or cause to be furnished, to each Person who
at any time during the preceding calendar year was a Bank Series
Certificateholder, a statement prepared by the Servicer containing the
aggregate amount distributed to such Person for such calendar year or the
applicable portion thereof during which such Person was a Bank Series
Certificateholder, together with such other information as is required to
be provided by an issuer of indebtedness under the Internal Revenue Code
and such other customary information as the Trustee or the Servicer deems
necessary or desirable to enable the Bank Series Certificateholders to
prepare their tax returns. Such obligation of the Servicer 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.
(d) Early Amortization Period Notices. Upon the occurrence of
an Early Amortization Event, the Seller or the Servicer, as the case may
be, shall give prompt written notice thereof to the Trustee and the
Administrative Agent. The Administrative Agent shall give notice thereof
to each Bank Series Certificateholder. In addition, the Servicer shall
give the Administrative Agent written notice of the occurrence and nature
of an Early Amortization Event with respect to any other series which is
not an Early Amortization Event with respect to the Bank Series.
ARTICLE VII
Additional Early Amortization Events
SECTION 7.1. Additional Early Amortization Events.
The occurrence of any of the following events shall, immediately upon the
occurrence thereof without notice or other action on the part of the
Trustee or the Bank Series Certificateholders, be deemed to be an Early
Amortization Event solely with respect to Bank Series:
(a) on any Determination Date, the ratio of (i) the aggregate
Allocable Defaulted Amount for the three preceding Collection Periods
to (ii) the aggregate Allocable Principal Collections deposited in the
Collection Account for the three preceding Collection Periods exceeds
.75%;
(b) on any Determination Date, the Available Subordinated Amount
(after giving effect to all reductions with respect thereto on the
related Distribution Date) will be reduced to less than the Required
Available Subordinated Amount;
(c) any Service Default with respect to the Bank Series occurs;
(d) on any Determination Date, as of the last day of the
Collection Period with respect thereto, the aggregate amount of
Principal Receivables relating to used Vehicles exceeds 20% of the
Pool Balance on such day;
(e) on any six consecutive Distribution Dates any Interest
Coverage Shortfall exists;
(f) failure on the part of the Seller, the Servicer or CCC, as
applicable, to deliver any Daily Report or Monthly Certificateholders'
Statement within five Business Days of the date such report or
statement must be delivered hereunder;
(g) on any four consecutive Distribution Dates both (i) any
Interest Coverage Shortfall exists and (ii) the amount on deposit in
the Reserve Account is less than the Reserve Account Trigger Amount;
(h) on any Determination Date, the average of the Monthly
Payment Rates for the two preceding Collection Periods is less than
20%; and
(i) any Commitment Termination Event occurs or the Long Term
Commitments shall terminate.
SECTION 7.2. Notice of Early Amortization Event. The Trustee
shall not be deemed to have knowledge of the occurrence of any Early
Amortization Event unless the Trustee shall have received written notice
describing such Early Amortization Event and stating that such notice is a
"notice of Early Amortization Event."
ARTICLE VIII
Change In Circumstances
SECTION 8.1. Reemployment Costs. The Seller agrees to indemnify
each Bank Series Certificateholder and to hold each Bank Series
Certificateholder harmless from any loss or expense, including any such
loss or expense arising from interest or fees payable by such Bank Series
Certificateholder to lenders of funds obtained by it to purchase or
maintain that portion of its Bank Invested Amount hereunder with respect to
which Monthly Interest is determined by reference to the LIBO Rate as a
consequence of (a) default by the Seller in the performance of its
obligations hereunder or under the Wholesale PSA, (b) the occurrence of a
Service Default or an event which would, with the giving of notice or the
passage of time, constitute a Service Default, (c) the occurrence of an
event referred to in Section 8.2 or 8.3, (d) default by the Seller in
selling an Increase in the Aggregate Bank Invested Amount on an Increase
Date after having given notice of such Increase, or (e) any reduction of
the LIBO Tranche prior to the termination of the Accrual Period for such
LIBO Tranche. A certificate as to any additional amounts payable pursuant
to the foregoing sentence submitted by any Bank Series Certificateholder to
the Seller shall be conclusive absent manifest error. This covenant shall
survive termination of this Long Term Supplement and the Wholesale PSA.
SECTION 8.2. Inability to Determine LIBO Rate. In the event
that (a) the Agent determines (which determination shall be conclusive and
binding upon the Bank Series Certificateholders) that quotations of
interest rates for the relevant deposits referred to in the definition of
"LIBO Rate" are not being provided in the relevant amounts or for the
relevant maturities for the purposes of determining rates of interest for
the LIBO Tranche hereunder as provided herein, or (b) the Required Bank
Series Certificateholders determine (which determination shall be
conclusive and binding upon the Bank Series Certificateholders) and shall
notify the Agent that the rates of interest referred to in the definition
of "LIBO Rate" as the basis upon which the rate of interest for the LIBO
Tranche hereunder is to be determined do not adequately cover the cost to
the Bank Series Certificateholders of making or maintaining their
investments in Bank Series Certificates at such time as any of the
Aggregate Bank Invested Amount is allocated to the LIBO Tranche, the Agent
shall forthwith give telex or telecopy notice of such determination,
confirmed in writing, to the Seller and the Trustee, whereupon until the
Agent notifies the Seller and the Trustee that the circumstances giving
rise to such notice no longer exist, none of the Aggregate Bank Invested
Amount shall be allocated to the LIBO Tranche.
SECTION 8.3. Illegality. Notwithstanding any other provision
herein, if any law, regulation, treaty or directive , or any change therein
or in the interpretation or application thereof, shall make it unlawful for
any Bank Series Certificateholder to purchase or maintain its interest in
its Bank Series Certificate in any LIBO Tranche and such Bank Series
Certificateholder shall notify the Administrative Agent, the Agent, the
Trustee and the Seller, then interest payable in respect of the portion of
each LIBO Tranche applicable to such Bank Series Certificateholder shall
thereafter be calculated by reference to the Base Rate. If any such change
in the method of calculating interest occurs on a day which is not the last
day of the Accrual Period with respect to any LIBO Tranche, the Seller
shall pay to the Agent for the account of such Bank Series
Certificateholder the amounts, if any, as may be required pursuant to
Section 8.1.
SECTION 8.4. Increased Costs. (a) In the event that any law,
regulation, treaty or directive or any change therein or in the
interpretation or application thereof or compliance by any Bank Series
Certificateholder with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority enacted
or made subsequent to the date hereof:
(A) does or shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets
held by, or deposits or other liabilities in or for the account of,
advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of such Bank Series
Certificateholder; or
(B) does or shall impose on such Bank Series Certificateholder
any other condition;
and the result of any of the foregoing is to increase the cost to such Bank
Series Certificateholder of purchasing or maintaining its portion of the
Bank Series Certificateholders' Interest hereunder (such increase in cost,
"Increased Costs"), then, in any such case, the Seller shall promptly pay
to the Agent for the account of such Bank Series Certificateholder, upon
the written demand of such Bank Series Certificateholder to the Seller
(with a copy to the Agent), so long as such Increased Costs are not
otherwise included in the amounts required to be paid to such Bank Series
Certificateholder pursuant to any other paragraph under this Section 8, any
additional amounts necessary to compensate such Bank Series
Certificateholder for such Increased Costs which such Bank Series
Certificateholder deems to be material as determined by such Bank Series
Certificateholder. If a Bank Series Certificateholder becomes entitled to
claim any additional amounts pursuant to this Section 8.4, it shall
promptly notify the Seller, through the Agent, of the event by reason of
which it has become so entitled. A certificate as to any additional
amounts payable pursuant to the foregoing sentence submitted by a Bank
Series Certificateholder, through the Agent, to the Seller shall be
conclusive in the absence of manifest error.
(b) Upon the occurrence of any of the events specified in
subsections 8.3 or 8.4(a), each Bank Series Certificateholder whose Long
Term Commitments are affected by any such event agrees that it will
transfer such Long Term Commitments affected by any such event to another
branch office (or, if such Bank Series Certificateholder so elects, to an
Affiliate) of such Bank Series Certificateholder, provided that such
transfer shall be made only if such Bank Series Certificateholder shall
have determined in good faith (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) that, (a) on the
basis of then existing circumstances, such transfer will avoid such events
and will not result in any additional costs, liabilities or expenses to
such Bank Series Certificateholder, to the Seller or to the Trust and (b)
such transfer is otherwise consistent with the interests of such Bank
Series Certificateholder.
SECTION 8.5. Changes in Capital Requirements. (i) In the event
that, in the opinion of counsel for any Bank Series Certificateholder
(which may, in the discretion of such Bank Series Certificateholder, be
such Bank Series Certificateholder's internal counsel), compliance with any
law, rule, regulation or guideline, or any change therein or in the
interpretation or application thereof or compliance by any Bank Series
Certificateholder with any request or directive (whether or not having the
force of law) from any central bank or Governmental Authority enacted or
made subsequent to the date hereof shall affect the amount of capital
required or expected to be maintained by such Bank Series Certificateholder
or any corporation controlling such Bank Series Certificateholder and the
amount of such capital that is required or expected to be maintained is
increased by or based upon the Long Term Commitments of such Bank Series
Certificateholder under this Long Term Supplement or the Wholesale PSA or
any participation agreement entered into pursuant to subsection 9.6 of the
Long Term RPA, as applicable (such event, a "Change in Law"), such affected
Bank Series Certificateholder shall notify the Seller and the Agent within
90 days after such affected Bank Series Certificateholder shall first be
required to comply with such Change in Law. At the time of such
notification such affected Bank Series Certificateholder shall provide the
Seller with a written statement setting forth the amount that would
adequately compensate such affected Bank Series Certificateholder for the
costs associated with its compliance with such Change in Law and setting
forth in reasonable detail the assumptions upon which such affected Bank
Series Certificateholder calculated such amount, and a copy of the opinion
of counsel referred to in the preceding sentence. Such affected Bank
Series Certificateholder shall allocate to the Seller the costs associated
with such Change in Law in such a way that the proportion of (i) such costs
that are allocated to the Seller to (ii) the total of such costs of such
affected Bank Series Certificateholder associated with such Change in Law
as it relates to all commitments of such Bank Series Certificateholder to
its customers of similar creditworthiness as the Seller, is substantially
the same as the proportion of (i) the aggregate Long Term Commitments of
such affected Bank Series Certificateholder under this Long Term Supplement
or the Wholesale PSA or such participation agreement to (ii) the total of
all commitments by such affected Bank Series Certificateholder to its
customers of similar creditworthiness as the Seller.
(ii) Upon the occurrence of any Change in Law, each Bank Series
Certificateholder whose Long Term Commitment hereunder is affected by such
Change in Law shall transfer its Long Term Commitment to another branch
office (or, if such Bank Series Certificateholder so elects, to an
Affiliate) of such Bank Series Certificateholder, provided that such
transfer shall be made only if such Bank Series Certificateholder shall
have determined in good faith (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) that, (i) on the
basis of then existing circumstances, such transfer will avoid or reduce
the additional payments resulting from such Change in Law and will not
result in any additional costs, liabilities or expenses to such Bank Series
Certificateholder (unless the Seller agrees to pay such additional costs,
liabilities or expenses of such Bank Series Certificateholder), the Seller
or the Trust and (ii) such transfer is otherwise consistent with the
interests of such Bank Series Certificateholder.
SECTION 8.6. Taxes. (a) In the event that the adoption of any
law, regulation, treaty or directive or any change therein or in the
interpretation or application thereof, in each case after the date hereof,
shall require any Taxes (as hereinafter defined) to be withheld or deducted
from any amount payable to the Agent, the Administrative Agent or any Bank
Series Certificateholder under this Wholesale PSA, upon notice by such
Person to the Seller (with a copy to the Agent) to the effect that (i) as a
result of the adoption of such law, rule, regulation, treaty or directive
or a change therein or in the interpretation thereof, Taxes are being
withheld or deducted from amounts payable to such Person under this
Wholesale PSA and (ii) such Bank Series Certificateholder has taken all
action required to be taken by it to avoid the imposition of such Taxes
pursuant to clause (c) below prior to demanding indemnification under this
clause (a), the Seller will pay to the Agent for the account of such Person
additional amounts so that such additional amounts, together with amounts
otherwise payable under this Wholesale PSA, will yield to such Person,
after deduction from such increased amount of all Taxes required to be
withheld or deducted therefrom, the amount stated to be payable under this
Wholesale PSA. The term "Taxes" shall mean all net income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
imposed, levied, collected, withheld or assessed by any country (or by any
political subdivision or taxing authority thereof or therein), excluding,
with respect to any Bank Series Certificateholder, net income and franchise
taxes imposed with respect to net income by any country (or any political
subdivision or taxing authority thereof or therein) where such Person is
organized or where such Person's credit commitments are booked. If the
Seller fails to pay any Taxes when due following notification by the Agent,
the Administrative Agent or any Bank Series Certificateholder as provided
above, the Seller shall indemnify such Person for any incremental taxes,
interest or penalties that may become payable by any such Person as a
result of any such failure by the Seller to make such payment.
(b) Each Bank Series Certificateholder that is not incorporated
under the laws of the United States of America or a state thereof agrees
that it will deliver to the Seller and the Agent (i) two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224 or
successor applicable form, as the case may be, and (ii) an Internal Revenue
Service Form W-8 or W-9 or successor form. Each such Bank Series
Certificateholder also agrees to deliver to the Seller and the Agent two
further copies of the said Form 1001 or 4224 and Form W-8 or W-9, or
successor applicable forms or other manner of certification, as the case
may be, on or before the date that any such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the
most recent form previously delivered by it to the Seller, and such
extensions or renewals thereof as may reasonably be requested by the Seller
or the Agent, unless in any such case an event (including any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Bank Series Certificateholder from
duly completing and delivering any such form with respect to it and such
Bank Series Certificateholder so advises the Seller and the Agent. Such
Bank Series Certificateholder shall certify (i) in the case of Form 1001 or
4224, that it is entitled to receive payments under this Wholesale PSA
without deduction or withholding of any United States federal income taxes
and (ii) in the case of a Form W-8 or W-9, that it is entitled to an
exemption from United States backup withholding tax.
(c) No Bank Series Certificateholder may request indemnification
for any Taxes from the Seller under clause (a) above to the extent that
such Taxes would have been avoided or reduced by such Bank Series
Certificateholder's transfer of its Long Term Commitments affected by such
event to another office of such Bank Series Certificateholder (or to an
Affiliate of such Bank Series Certificateholder), by such Bank Series
Certificateholder's properly claiming the benefit of any exemption from or
reduction of such Taxes (whether provided by statute, treaty or otherwise),
including by delivering the forms required by clause (b) above, or by such
Bank Series Certificateholder's taking any other action which in its
judgment is reasonable to avoid or reduce such Taxes, provided that such
Bank Series Certificateholder shall not be required to (i) take any action
which in the reasonable judgment of such Bank Series Certificateholder
could directly or indirectly result in any increased cost or expense or in
any loss of opportunity to such Bank Series Certificateholder unless the
Seller shall have provided to such Bank Series Certificateholder indemnity
or reimbursement therefor in form and substance reasonably satisfactory to
such Bank Series Certificateholder or (ii) claim or apply any tax credit
against such Taxes.
(d) Within 30 days after the payment by the Seller of any
income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, withheld or deducted from any amount payable to
the Agent, the Administrative Agent or any Bank Series Certificateholder
under this Wholesale PSA and irrespective of whether such Person is
entitled to demand indemnification in respect thereof under clause (a)
above, the Seller will furnish to such Person (with a copy to the Agent),
the original or a certified copy of a receipt evidencing payment thereof.
SECTION 8.7. Section 8 Costs. Notwithstanding any provision of
this Long Term Supplement to the contrary, Section 8 Costs shall be paid by
the Seller only to the extent of funds available therefor pursuant to
subsection 5.6(a)(v).
ARTICLE IX
Optional Repurchase
SECTION 9.1. Optional Repurchase. (a) On any Distribution Date
occurring during an Early Amortization Period on which the Aggregate Bank
Invested Amount on such date is less than or equal to 10% of the Aggregate
Bank Invested Amount as of the last day of the Revolving Period, the Seller
shall have the option to purchase the entire Bank Series
Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Seller shall give the Servicer, the Administrative
Agent, the Agent and the Trustee at least three Business Days prior written
notice of the Distribution Date on which the Seller intends to exercise
such purchase option. Not later than 12:00 noon, New York City time, on
such Distribution Date the Seller shall deposit the Reassignment Amount
into the Collection Account in immediately available funds. Such purchase
option is subject to payment in full of the Reassignment Amount. The
Reassignment Amount shall be distributed as set forth in Section 10.1(b).
ARTICLE X
Final Distributions
SECTION 10.1. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Wholesale PSA; Distributions, Pursuant to Section 9.1
of this Long Term Supplement or Section 2.03 or 12.02(c) of the Wholesale
PSA. (a) The amount to be paid by the Seller with respect to Bank Series
in connection with a purchase of the Certificateholders' Interest pursuant
to Section 2.03 of the Wholesale PSA 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 9.1 of this Long Term Supplement or
Section 2.03 of the Wholesale PSA or any Termination Proceeds deposited
into the Collection Account pursuant to Section 12.02(c) of the Wholesale
PSA, the Trustee shall, not later than 12:00 noon, New York City time, on
the Distribution Date on which such amounts are deposited (or, if such date
is not a Distribution Date, on the immediately following Distribution Date)
(in the priority set forth below) (i) distribute the amount deposited, up
to the Reassignment Amount, to Bank Series Certificateholders and (ii) pay
the remainder of any Termination Proceeds to the Seller.
(c) Notwithstanding anything to the contrary in this Long Term
Supplement or the Wholesale PSA, any distribution made pursuant to
paragraph (b) above shall be deemed to be a final distribution pursuant to
Section 12.02 of the Wholesale PSA with respect to Bank Series.
SECTION 10.2. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Wholesale
PSA. (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
Wholesale PSA, the Trustee shall (in the following priority and, 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 Aggregate
Bank Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Allocable Principal Collections and
distribute such amount to the Bank Series Certificateholders provided that
the amount of such distribution 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 (in the following priority and, 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 to the Bank Series Certificateholders on
a prior Distribution Date and (iii) the amount of Additional Interest, if
any, for such Distribution Date and any Additional Interest previously due
but not distributed to the Bank Series Certificateholders on a prior
Distribution Date, from the portion of the Insolvency Proceeds allocated to
Allocable Non-Principal Collections and distribute such amount to the Bank
Series 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 Long Term
Supplement or the Wholesale PSA, any distribution made pursuant to this
Section shall be deemed to be a final distribution pursuant to Section
12.02 of the Wholesale PSA with respect to Bank Series.
ARTICLE XI
Miscellaneous Provisions
SECTION 11.1. Ratification of Wholesale PSA. As supplemented by
this Long Term Supplement, the Wholesale PSA is in all respects ratified
and confirmed and the Wholesale PSA as so supplemented by this Long Term
Supplement shall be read, taken and construed as one and the same
instrument.
SECTION 11.2. Counterparts. This Long Term Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.
SECTION 11.3. GOVERNING LAW. THIS LONG TERM 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.
SECTION 11.4. Notices. All notices, requests and demands to or
upon any of the Seller, the Servicer, the Administrative Agent, the Agent
or the Bank Series Certificateholders shall be delivered in accordance with
Section 9.2 of the Long Term RPA.
SECTION 11.5. Successors and Assigns. (a) This Long Term
Supplement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
(b) Any Bank Series Certificateholder may sell participations in
its Bank Invested Amount or sell all or a portion of its rights and
obligations hereunder in accordance with the terms hereof and Section 9.6
of the Long Term RPA.
SECTION 11.6. Physical Certificates. Section 6.08 of the
Wholesale PSA shall not apply to the Bank Series Certificates and upon
original issuance the Bank Series Certificates shall be Registered
Certificates in definitive form.
SECTION 11.7. Rights of Certificateholder. The Bank Series
Certificates represent a beneficial interest in the Trust only and do not
represent any interest in or obligation of the Seller. The Bank Series
Certificates shall not represent any interest in any Series Account or
Enhancement for the benefit of any other Series or Class. The Banks Series
Certificates represent fractional undivided interests in the Trust which
consist of the right to receive, to the extent necessary to make the
required payments with respect to the Bank Series Certificates at the times
and in the amounts specified in this Long Term Supplement, the portion of
Collections allocable to the Bank Series Certificateholders pursuant to the
Wholesale PSA and this Long Term Supplement, funds on deposit in the
Collection Account allocable to the Bank Series Certificateholders pursuant
to the Wholesale PSA and this Long Term Supplement, and funds on deposit in
the related Series Accounts.
SECTION 11.8. Certificate Transfer Restrictions. Anything to
the contrary in this Long Term Supplement, the Wholesale PSA or the Long
Term RPA notwithstanding, no Bank Series Certificate may be sold or
transferred to any Person unless (a) the Bank Series Certificate is
transferred pursuant to a valid registration statement or (b) pursuant to
an exemption from the registration requirements of the Securities Act of
1933, as amended (the "Act"), and (i) the proposed transferee shall have
furnished to the Seller, the Servicer and the Trustee an Undertaking
Letter, substantially in the form set forth in Exhibit F-1, signed by such
transferee, or (ii) if the transfer is to be made in reliance on any
exemption from the registration requirements of the Act other than Rule
144A promulgated under the Act, the proposed transferee shall have
furnished to the Seller, the Servicer and the Trustee an Undertaking
Letter, substantially in the form of Exhibit F-2, signed by such transferee
and the transferor, at its own expense, shall have provided to the Seller,
the Servicer and the Trustee an Opinion of Counsel in form reasonably
satisfactory to the Trustee with respect to the availability of such
exemption.
SECTION 11.9. Trustee's Communications. The Administrative
Agent has been designated and appointed by the Bank Series
Certificateholders pursuant to the Long Term RPA. Notwithstanding any
other provision of this Long Term Supplement to the contrary, the Trustee
shall not be obligated to communicate with or make distributions to
individual Bank Series Certificateholders, but instead shall be entitled to
deal exclusively with the Administrative Agent for the Bank Series
Certificateholders.
ARTICLE XII
COVENANTS, REPRESENTATIONS AND WARRANTIES
SECTION 12.1. Representations and Warranties of the Seller and
the Servicer. The Seller and the Servicer each hereby represents and
warrants to the Trustee, the Administrative Agent, the Agent and each of
the Bank Series Certificateholders that each and every of their respective
representations and warranties contained in Sections 2.03 and 3.03 of the
Wholesale PSA is true and correct in all material respects as of the date
hereof and as of the date of each Increase.
SECTION 12.2. Covenants of the Servicer. The Servicer hereby
agrees that:
(a) upon three Business Days' prior written notice, it shall
allow employees and agents of the Administrative Agent, acting at the
request of any Bank Series Certificateholder, during normal business
hours of the Servicer and without disruption of normal business
conducted by the Servicer, to initiate an audit of the Servicer for
the purpose of confirming compliance with the terms of the Wholesale
PSA and this Long Term Supplement, which audit shall be at the expense
of the Servicer;
(b) it shall give prior notice to the Administrative Agent
of the delegation of any of its servicing, collection,
enforcement or administrative duties with respect to the
Receivables; and
(c) if, at any time, none of the then outstanding Series or
Classes of Investor Certificates are being rated by a Rating
Agency, then the condition set forth in Section 4.03(b)(iii)(z)
of the Wholesale PSA with respect to the Servicer's right to make
monthly deposits of Collections into the Collection Account shall
not be applicable and any change in the frequency of deposits of
Collections made other than pursuant to Section 4.03(b)(iii)(x)
or (y) of the Wholesale PSA shall be subject to the prior written
consent of the Agent.
ARTICLE XIII
CONDITIONS PRECEDENT
SECTION 13.1. Conditions Precedent to Effectiveness of Long Term
Supplement. This Long Term Supplement will become effective on the date
(the "Effective Date") that the Agent shall have received:
(a) Documents. (i) A copy of the Wholesale PSA executed by a
duly authorized officer of each of the Seller, the Servicer and the
Trustee and certified by a Responsible Officer of the Seller,
(ii) this Long Term Supplement executed by a duly authorized officer
of each of the Seller, the Servicer, the Trustee, the Agent and the
Administrative Agent, (iii) from each of the Persons listed on
Schedule 1 to the Long Term RPA, an executed Addendum and (iv) for
each of the Persons listed on Schedule 1, a Bank Series Certificate
executed by the Seller and authenticated by the Trustee.
(b) Filings, Registrations and Recordings. A certificate of a
Responsible Officer of the Servicer that all documents (including
financing statements) required to be filed in order (i) to perfect the
sale of the Receivables by CCC to the Seller pursuant to the
Receivables Purchase Agreement and (ii) to create, in favor of the
Trustee, a perfected ownership interest in the Trust Assets under the
Wholesale PSA with respect to which an ownership interest may be
perfected by a filing under the UCC shall, in each case, have been
properly filed in each office in each jurisdiction listed in the
Wholesale PSA or the Receivables Purchase Agreement, as the case may
be, and such filings are the only ones required in order to perfect
the sale of the Receivables to the Seller under the Receivables
Purchase Agreement or to the Trust under the Wholesale PSA, as the
case may be, in the jurisdictions listed therein. The Servicer shall
attach to such certificate evidence of each such filing, registration
or recordation and satisfactory evidence of the payment of any
necessary fee, tax or expense relating thereto.
(c) Lien Searches. A certificate of a Responsible Officer of
the Servicer that there are no Liens with respect to any of the
property described in paragraph (b), which certificate shall have
attached thereto the results of a recent search of UCC and other
filings with respect to the Seller and CCC in each of the
jurisdictions referred to in paragraph (b).
(d) Legal Opinions. (i) A legal opinion of Allan L. Ronquillo,
Esq., general counsel to the Seller and the Servicer, dated the
Effective Date, in substantially the form of Exhibit E-1.
(ii) A legal opinion of Cravath, Swaine & Moore, special
counsel to the Seller and the Servicer, dated the Effective Date, in
substantially the form of Exhibit E-2.
(e) Pooling and Servicing Agreement Conditions. A certificate
of a Responsible Officer of the Seller that the conditions to the
issuance of the Bank Series Certificates set forth in the Wholesale
PSA have been satisfied.
(f) Long Term RPA Conditions. A certificate of a Responsible
Officer of the Servicer that the conditions to the effectiveness of
the Long Term RPA set forth therein (excluding the condition that this
Long Term Supplement be effective) have been satisfied.
SECTION 13.2. Conditions Precedent to Increase. The obligation
of the Bank Series Certificateholders to make any Increase is subject to
the satisfaction of the following conditions precedent on or before the
Increase Date with respect thereto specified in the Increase Notice
delivered pursuant to Section 3.3:
(a) Long Term RPA. The Administrative Agent shall have received
the certificate required in connection with such Increase pursuant to
Section 4.3 of the Long Term RPA.
(b) Available Subordinated Amount. The Seller shall have
increased the Available Subordinated Amount to the Required Available
Subordinated Amount, after giving effect to such Increase.
(c) Reserve Account. The Seller shall have deposited into the
Reserve Account the amount, if any, necessary to cause the amount on
deposit in the Reserve Account to equal the Reserve Account Required
Amount, after giving effect to such Increase.
(d) Pre-Accrual Period Deposit. The Seller shall have deposited
into the Collection Account any Pre-Accrual Period Deposit required
pursuant to subsection 3.2(b).
(e) Certificate. The Trustee and the Administrative Agent shall
have received a certificate of a Responsible Officer of the Seller
stating that the conditions set forth in clauses (a), (b), (c) and (d)
of this subsection 13.2 have been satisfied and that the provisions of
subsection 3.2(b) will not be contravened by such Increase.
IN WITNESS WHEREOF, the Seller, the Servicer, the Trustee, the
Agent and the Administrative Agent have caused this Long Term Supplement to
be duly executed by their respective officers as of the day and year first
above written.
U.S. AUTO RECEIVABLES
COMPANY, Seller
By: /s/ John J. Shea
Title: Assistant Treasurer
CHRYSLER CREDIT CORPORATION,
Servicer
By: /s/ D.A. Robison
Title: Vice President
and Treasurer
MANUFACTURERS AND TRADERS
TRUST COMPANY, Trustee
By: /s/ Leslie Boynton
Title: Assistant Vice President
CHEMICAL BANK, as Agent and as
Administrative Agent
By: /s/ Karen Sager
Title: Vice President
Annex I
to Long Term Supplement
CERTAIN DEFINITIONS
The following terms shall have the respective meanings set forth
below:
"Accrual Period" shall have the meaning specified in the Long
Term RPA.
"Addendum" shall mean an instrument, substantially in the form of
Exhibit A to the Long Term RPA, by which a Bank Series
Certificateholder becomes a party to the Long Term Supplement and the
Long Term RPA
"Additional Interest" shall have the meaning specified in Section
5.2(b) of the Long Term Supplement.
"Administrative Agent" shall have the meaning assigned in the
preamble to the Long Term Supplement.
"Agent" shall have the meaning assigned in the preamble to the
Long Term Supplement.
"Aggregate Bank Invested Amount" shall mean, as of any date, the
sum of the Bank Invested Amounts of all Bank Series Certificateholders
on such date.
"Aggregate Invested Amount" shall have the meaning assigned in
the Long Term RPA.
"Allocable Defaulted Amount" shall mean, with respect to any
Collection Period, the product of (a) the Bank Series 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 Bank Series 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 Bank Series 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 Bank Series Allocation Percentage
for the related Collection Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to such
Deposit Date.
"Assignment and Acceptance" shall have the meaning assigned in
the Long Term RPA.
"Available Bank Principal Collections" with respect to any
Distribution Date shall mean the sum of (a) Bank Principal Collections
for such Distribution Date, (b) Allocable Miscellaneous Payments with
respect to such Distribution Date, (c) Bank Series Allocable Excess
Principal Collections, if any, on deposit in the Collection Account
for such Distribution Date, and (d) on the Termination Date, any funds
in the Reserve Account after giving effect to Section 5.7 of the Long
Term Supplement.
"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 Initial Subordinated Amount and the
Incremental Subordinated Amount with respect to such Determination
Date. The Available Subordinated Amount for any subsequent
Determination Date shall mean an amount equal to (a) the Available
Subordinated Amount for the preceding Determination Date, minus (b)
the Incremental Subordinated Amount for such preceding Determination
Date, minus (c) the amount of Available Seller's Principal
Collections, if any, applied pursuant to subsection 5.7(b) or
5.7(d)(i) of the Long Term Supplement with respect to the preceding
Distribution Date, minus (d) the amount of reduction, if any, in the
Available Subordinated Amount, pursuant to subsection 5.7(b) or 5.7(c)
of the Long Term Supplement with respect to the preceding Distribution
Date, plus (e) the Incremental Subordinated Amount, if any, for such
Determination Date; provided, however, that (i) the Available
Subordinated Amount may be increased on each Increase Date by the
Seller to the Required Available Subordinated Amount by notice to the
Trustee on or before such Increase Date, (ii) the Available
Subordinated Amount shall be decreased pursuant to subsection 3.3 of
the Long Term Supplement by the Seller to the Required Available
Subordinated Amount by notice to the Trustee on or before the related
Distribution Date or Series Issuance Date, as the case may be, and
(iii) 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 any such Determination Date; and provided,
further, that, on any date, the Available Subordinated Amount shall
not exceed an amount equal to the sum of (i) the product of (A) 10.40%
and (B) the Aggregate Bank Invested Amount on such date divided by the
Bank Percentage and (ii) the Incremental Subordinated Amount, if any,
with respect to the preceding Determination Date.
"Bank Invested Amount" shall mean, with respect to any Bank
Series Certificateholder and as of any date, an amount equal to (a)
such Bank Series Certificateholder's Bank Invested Amount on the
immediately preceding date (or, with respect to the day as of which
such Bank Series Certificateholder becomes a party to this Long Term
Supplement, whether by executing an Addendum, an Assignment and
Acceptance or otherwise, (i) the product of such Bank Series
Certificateholder's Commitment Percentage and the Initial Aggregate
Bank Invested Amount or (ii) the portion of the transferor's Bank
Invested Amount being purchased, in the case of a Purchasing Bank),
plus (b) the amount of any increases in such Bank Series
Certificateholder's Bank Invested Amount pursuant to Section 3.2 of
the Long Term Supplement made on such date, minus (c) the amount of
any distributions to such Bank Series Certificateholder pursuant to
subsections 5.6(b) or 5.6(c) of the Long Term Supplement on such date,
minus (d) the product of (i) such Bank Series Certificateholder's
Commitment Percentage and (ii) the excess, if any, of the aggregate
amount of Investor Charge-Offs over the aggregate amount of Investor
Charge-Offs reimbursed prior to such date.
"Bank Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the Floating
Allocation Percentage for the related Collection Period and (ii)
Allocable Non-Principal Collections deposited in the Collection
Account for the related Collection Period.
"Bank Percentage" shall mean 90.55%.
"Bank Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating
Allocation Percentage, with respect to the Revolving Period, or the
Principal Allocation Percentage, with respect to 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 Collec-
tions of Non-Principal Receivables, funds in the Reserve Account,
Investment Proceeds and Available Seller's Principal Collections to be
distributed pursuant to Section 5.6(a)(iii), 5.6(a)(iv), 5.7(b) or (d)
or 5.9(b) of the Long Term Supplement on such Distribution Date.
"Bank Series" shall mean the Series of Investor Certificates, the
terms of which are specified in the Long Term Supplement.
"Bank Series Allocable Excess Principal Collections" shall mean,
with respect to any Distribution Date, the Principal Shortfall with
respect to the Bank Series 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" (as defined in the Wholesale PSA) for
such Distribution Date, then Bank Series Allocable Excess Principal
Collections 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 Principal Shortfall with
respect to the Bank Series for such Distribution Date and the
denominator of which is the aggregate amount of "Principal Shortfalls"
for all Series on such Distribution Date.
"Bank Series Allocation Percentage" shall mean the Series
Allocation Percentage with respect to the Bank Series.
"Bank Series Certificateholders" shall mean the Holders of Bank
Series Certificates.
"Bank Series Certificateholders' Interest" shall mean that
portion of the Certificateholders' Interest evidenced by the Bank
Series Certificates.
"Bank Series Certificates" shall mean any one of the certificates
executed by the Seller and authenticated by the Trustee, substantially
in the form of Exhibit A to the Long Term Supplement.
"Base Rate" shall have the meaning assigned in the Long Term RPA.
"Business Day" shall have the meaning assigned in the Long Term
RPA.
"CARCO" shall mean Chrysler Auto Receivables Company, a Delaware
corporation.
"CCC" shall mean Chrysler Credit Corporation, a Delaware
corporation.
"Certificateholders Monthly Servicing Fee" shall have the meaning
specified in Section 4.1 of the Long Term Supplement.
"CFC Revolving Credit Agreement" shall have the meaning assigned
in the Long Term RPA.
"Change in Law" shall have the meaning specified in Section 8.5
of the Long Term Supplement.
"Collection Period" shall have the meaning assigned in the
Wholesale PSA.
"Commitment Percentage" shall have the meaning assigned in the
Long Term RPA.
"Commitment Termination Event" shall have the meaning assigned in
the Long Term RPA.
"Daily Base Rate Interest Expense" shall mean, for any day in any
Accrual Period, the product of (a) the portion of the Aggregate Bank
Invested Amount not allocated to the LIBO Tranche on such day divided
by 365 (or 366, as the case may be) and (b) the Base Rate in effect on
such day.
"Daily Report" shall mean a report prepared by the Servicer on
each Business Day for the period specified therein, in substantially
the form of Exhibit C to the Long Term Supplement or in such other
form as may be approved by the Administrative Agent and the Servicer.
"Dealer Rate" shall mean, as of any date, the rate at which
interest on Principal Receivables is being collected from Dealers on
such date.
"Decrease" shall have the meaning assigned in Section 3.3 of the
Long Term Supplement.
"Default Rate" shall have the meaning assigned in the Long Term
RPA.
"Deficiency Amount" shall have the meaning specified in Section
5.5 of the Long Term Supplement.
"Distribution Date" shall mean, with respect to the Bank Series,
the fifteenth day of each month or, if such day is not a Business Day,
the next succeeding Business Day.
"Distribution Date Statement" shall mean a report prepared by the
Servicer on each Determination Date for the immediately preceding
Collection Period, in substantially the form of Exhibit B to the Long
Term Supplement or in such other form as may be approved by the
Administrative Agent and the Servicer.
"Early Amortization Event" shall mean, with respect to the Bank
Series, an Early Amortization Event specified in Section 9.01 of the
Wholesale PSA or in the Section 7.1 of the Long Term Supplement.
"Early Amortization Period" shall mean, as used in the Long Term
Supplement, an Early Amortization Period (as defined in the Wholesale
PSA) with respect to the Bank Series.
"Effective Date" shall have the meaning specified in Section
13.1.
"Eurodollar Margin" shall have the meaning assigned in the Long
Term RPA.
"Excess Principal Collections" means the sum, with respect to any
Collection Period and with respect to all Series of Investor
Certificates issued pursuant to the Wholesale PSA, of the difference
between (i) Principal Collections allocated to the Investor
Certificates of such Series and (ii) distributions of Principal
Collections to the holders of such Investor Certificates, in each case
as calculated on the Distribution Date with respect to such Collection
Period.
"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 and Defaulted Receivables and
Principal Receivables during the Revolving Period, the sum of (i) the
Floating Allocation Percentage with respect to such Collection Period
and (ii) the percentage equivalent of a fraction, the numerator of
which is the Available Subordinated Amount as of the Determination
Date occurring in such Collection Period (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date), and
the denominator of which is the product of (i) the Pool Balance as of
the last day of the immediately preceding Collection Period and (ii)
the Bank Series Allocation Percentage with respect to the Collection
Period in respect of which the Excess Seller's Percentage is being
calculated and (b) 100% minus, when used with respect to Principal
Receivables during an Early Amortization Period, the sum of (i) the
Principal Allocation Percentage with respect to such Collection Period
and (ii) the percentage determined pursuant to clause (a) (ii) above
for such Collection Period.
"Excess Servicing" shall mean, with respect to any Distribution
Date, the amount, if any, specified pursuant to Section 5.6(a)(vi) of
the Long Term Supplement 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
Aggregate Bank 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 the last day of the immediately
preceding Collection Period and (b) the Bank Series Allocation
Percentage with respect to the Collection Period in respect of which
the Floating Allocation Percentage is being calculated.
"Funding Rate" shall mean, as of any date, the rate at which the
Aggregate Bank Invested Amount shall bear interest, i.e., either the
LIBO Rate plus the Eurodollar Margin or the Base Rate, plus, if CCC is
not the Servicer, the Servicing Fee Rate.
"Increase" shall have the meaning assigned in subsection 3.2(a)
of the Long Term Supplement.
"Increase Amount" shall mean, with respect to any Increase Date,
the amount of the Increase in the Invested Amount on such date.
"Increase Date" shall have the meaning assigned in subsection
3.2(a) of the Long Term Supplement.
"Increased Costs" shall have the meaning assigned in Section 8.4
of the Long Term Supplement.
"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 the Aggregate Bank Invested
Amount with respect to the immediately preceding Collection Period and
the Available Subordinated Amount for such Determination Date
(calculated without adding the Incremental Subordinated Amount for
such Distribution Date as described in clause (f) of the definition
thereof), and the denominator of which is the Pool Balance on the last
day of such Collection Period by (b) the Trust Incremental
Subordinated Amount.
"Initial Aggregate Bank Invested Amount" shall mean $0.
"Initial Bank Series Certificateholder" shall have the meaning
assigned in the preamble of the Long Term Supplement.
"Initial Invested Amount" shall mean, with respect to the Bank
Series, (I) with respect to any Collection Period relating to the
Revolving Period, an amount equal to the sum of (i) the Initial
Aggregate Bank Invested Amount plus (ii) the aggregate amount of
Increases pursuant to Section 3.2 of the Long Term Supplement made
during or prior to such Collection Period minus (iii) the aggregate
amount of distributions pursuant to Section 5.6(b) or 5.6(c) of the
Long Term Supplement made or to be made on the Distribution Date
occurring in such Collection Period or made on prior Distribution
Dates and (II) as of any date during an Early Amortization Period, the
Initial Invested Amount as of the last day of the Revolving Period.
"Initial Reserve Account Deposit Amount" shall mean zero.
"Initial Subordinated Amount" shall mean $0.
"Interest Coverage Shortfall" shall mean, for any Distribution
Date, the excess of (a) the sum of (i) Monthly Interest for such
Distribution Date plus any Monthly Interest accrued but not paid with
respect to prior Distribution Dates, plus the amount of Additional
Interest for such Distribution Date and any Additional Interest
previously due but not distributed to the Bank Series
Certificateholders on any prior Distribution Date and (ii) the
Certificateholders Monthly Servicing Fee for such Distribution Date
over (b) the sum of any Pre-Accrual Period Deposit applied pursuant to
Section 5.6, Bank Non-Principal Collections, Available Seller's
Non-Principal Collections and Investment Proceeds for such
Distribution Date.
"Interest Shortfall" shall have the meaning specified in Section
5.2 of the Long Term Supplement.
"Invested Amount" shall mean, when used with respect to the Bank
Series and with respect to any date, an amount equal to the Aggregate
Bank Invested Amount.
"Investment Proceeds" shall have the meaning specified in Section
5.4 of the Long Term Supplement.
"Investor Charge-Offs" shall have the meaning specified in
Section 5.8 of the Long Term Supplement.
"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.
"LIBO Rate" shall have the meaning assigned in the Long Term RPA.
"LIBO Tranche" shall mean the portion of the Aggregate Bank
Invested Amount for which Monthly Interest is calculated by reference
to the LIBO Rate.
"Long Term Commitment" shall have the meaning assigned in the
Long Term RPA.
"Long Term RPA" shall have the meaning set forth in the
introduction to the Long Term Supplement.
"Long Term Supplement" shall mean the Long Term Bank Supplement,
dated as of May 23, 1994, among the Seller, the Servicer, the Trustee,
the Bank Series Certificateholders, the Agent and the Administrative
Agent, as amended, supplemented or otherwise modified from time to
time.
"Monthly Base Rate Interest" shall have the meaning specified in
Section 5.2 of the Long Term Supplement.
"Monthly Certificateholders' Statement" shall mean a report
prepared by the Servicer with respect to each Distribution Date for
the immediately preceding Collection Period, during the Revolving
Period, in substantially the form of Exhibit D-1 to the Long Term
Supplement and, during an Early Amortization Period, in substantially
the form of Exhibit D-2 to the Long Term Supplement.
"Monthly Interest" shall have the meaning specified in Section
5.2 of the Long Term Supplement.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage equivalent of a fraction the numerator of which is
Principal Collections for such Collection Period and the denominator
of which is the average daily Pool Balance for such Collection Period.
"Monthly Principal" shall have the meaning specified in Section
5.3 of the Long Term Supplement.
"Monthly Servicing Fee" shall have the meaning specified in
Section 4.1 of the Long Term Supplement.
"Pre-Accrual Period Deposit" shall have the meaning assigned in
subsection 3.2(b) of the Long Term Supplement.
"Principal 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
Aggregate Bank Invested Amount as of the last day of the Revolving
Period and the denominator of which is the product of (a) the Pool
Balance as of the last day of the immediately preceding Collection
Period and (b) the Bank Series Allocation Percentage with respect to
the Collection Period in respect of which the Principal Allocation
Percentage is being calculated; provided, however, that with respect
to that portion of any Collection Period that falls after the date on
which any Early Amortization Event occurs (other than (i) an Early
Amortization Event which has resulted in an Early Amortization Period
which has ended as described in clause (c) thereof or (ii) an Early
Amortization Event which has resulted in an Early Amortization Period
which has ended and which has been followed by a recommenced Revolving
Period pursuant to the last proviso in the definition of Revolving
Period), 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.
"Principal Shortfall" shall mean, with respect to the Bank Series
and any Distribution Date, an amount equal to the excess, if any, of
(i) (x) for any Distribution Date with respect to the Revolving
Period, the Decrease, if any, with respect to such Distribution Date
or (y) for any Distribution Date with respect to an Early Amortization
Period, the Aggregate Bank Invested Amount, over (ii) Available Bank
Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Excess Principal Collections).
"Purchasing Bank" shall have the meaning specified in the Long
Term RPA.
"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 (i) the Aggregate Bank Invested Amount on such Distribution Date,
(ii) accrued and unpaid interest on the unpaid balance of the Bank
Series Certificates (calculated on the same basis as is Monthly
Interest under Section 5.2) through the day preceding such
Distribution Date, and (iii) the amount of Additional Interest, if
any, for such Distribution Date and any Additional Interest previously
due but not distributed to the Bank Series Certificateholders on a
prior Distribution Date.
"Reference Banks" shall have the meaning specified in the Long
Term RPA.
"Required Available Subordinated Amount" shall mean, on any date,
the sum of (i) the product of (A) the Required Subordinated Percentage
and (B) the Aggregate Bank Invested Amount on such date divided by the
Bank Percentage and (ii) the Incremental Subordinated Amount, if any,
with respect to the preceding Determination Date.
"Required Bank Series Certificateholders" shall mean "Required
Banks", as defined in the Long Term RPA.
"Required Participation Percentage" shall mean, with respect to
the Bank Series, 104%; provided, however, that the Seller may, upon 10
days' prior notice to the Trustee, the Administrative Agent, each
Rating Agency and any Enhancement Provider, reduce the Required
Participation Percentage with respect to all outstanding Series to a
percentage which shall not be less than 100%, provided that no Rating
Agency shall have notified the Seller or the Servicer that any such
reduction will result in a reduction or withdrawal of the rating of
any outstanding Series or Class with respect to which it is a Rating
Agency.
"Required Reserve Percentage" shall mean 0.55%.
"Required Subordinated Percentage" shall mean 9.45%.
"Required Subordination Draw Amount" shall have the meaning
specified in Section 5.5 of the Long Term Supplement.
"Reserve Account" shall have the meaning specified in Section 5.4
of the Long Term Supplement.
"Reserve Account Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (i) the Reserve
Account Required Amount for such Distribution Date exceeds (ii) the
amount of funds in the Reserve Account after giving effect to any
withdrawals therefrom on such Distribution Date.
"Reserve Account Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Required
Reserve Percentage and (b) the Aggregate Bank Invested Amount on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date) divided by the Bank Percentage.
"Reserve Account Trigger Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) 0.4% and (b)
the Aggregate Bank Invested Amount on such Distribution Date (after
giving effect to any change therein on such Distribution Date) divided
by the Bank Percentage.
"Retail Seller" shall have the meaning assigned in the Long Term
RPA.
"Revolving Period" shall mean the period beginning at the close
of business on the Effective Date and ending on the earlier of (a) the
last day of the Collection Period ending in April 1998, and (b) the
close of business on the day an Early Amortization Period commences;
provided, however, that, if any Early Amortization Period ends as
described in clause (c) of the definition thereof, the Revolving
Period will recommence as of the close of business on the day such
Early Amortization Period ends and provided, further, that (i) if any
Early Amortization Period has resulted from the occurrence of an Early
Amortization Event described in Section 7.1(e) or 7.1(g) of the Long
Term Supplement, (ii) no other Early Amortization Event shall have
occurred and the scheduled termination of the Revolving Period
pursuant to clause (a) above shall not have occurred, (iii) the
Aggregate Bank Invested Amount shall have been reduced to zero and
(iv) the Dealer Rate shall be greater than the Funding Rate, the
Revolving Period shall recommence as of the close of business on the
day the conditions set forth in clauses (i), (ii), (iii) and (iv)
above shall have been satisfied.
"Section 8 Costs" shall mean Increased Costs, any reemployment
costs due pursuant to Section 8.1 of the Long Term Supplement, any
amounts due pursuant to Section 8.5 of the Long Term Supplement and
any additional amounts payable pursuant to Section 8.6 of the Long
Term Supplement.
"Seller" shall mean U.S. Auto Receivables Company, a Delaware
corporation.
"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 and Defaulted Receivables and Principal Receivables during
the Revolving Period, and (b) the Principal Allocation Percentage,
when used with respect to Principal Receivables during an Early
Amortization Period.
"Servicer" shall initially mean CCC, in its capacity as servicer
under the Wholesale PSA and after any Service Transfer, the Successor
Servicer.
"Servicing Fee Rate" shall mean, with respect to the Bank Series,
1.0%.
"Short Term Commitment" shall have the meaning assigned in the
Long Term RPA.
"Short Term Commitment Period" shall have the meaning assigned in
the Long Term RPA.
"Taxes" shall have the meaning assigned in subsection 8.6(a) of
the Long Term Supplement.
"Termination Date" shall mean the date which is thirty-six months
after the last day of the Revolving Period.
"Termination Proceeds" shall mean any Termination Proceeds
arising out of a sale of Receivables (or interests therein) pursuant
to Section 12.02(c) of the Wholesale PSA with respect to the Bank
Series.
"Wholesale Bank Series Certificate Sublimit" shall mean the
"Wholesale Senior Certificate Sublimit", as defined in the Long Term
RPA.
"Wholesale PSA" shall mean the Pooling and Servicing Agreement
dated as of May 31, 1991, as assigned by CARCO to the Seller on August
8, 1991, among the Seller, the Servicer and the Trustee, as assigned
and as amended and supplemented from time to time.