EXHIBIT 4.4
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U.S. AUTO RECEIVABLES COMPANY
Seller
CHRYSLER CREDIT CORPORATION
Servicer
and
MANUFACTURERS AND TRADERS TRUST COMPANY
Trustee
----------------------------
SERIES [199_-_] SUPPLEMENT
Dated as of [ ], 199[ ]
to
POOLING AND SERVICING AGREEMENT
Dated as of May 31, 1991
(as assigned, amended and supplemented)
----------------------------
$[ ]
CARCO AUTO LOAN MASTER TRUST
SERIES [199_-_]
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TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series [199 - ] Certificates
SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. . . . . . . . . . . . . . . 22
ARTICLE IV
Rights of Series [199 - ] Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections 23
SECTION 4.02. Monthly Interest. . . . . . . . . . . . . . . . . . 25
SECTION 4.03. Determination of Monthly Principal. . . . . . . . . 27
SECTION 4.04. Establishment of [Reserve Fund and] Funding
Accounts. . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . . . 32
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor
Principal Collections . . . . . . . . . . . . . . 33
SECTION 4.07. Distribution to Series [199_-_] Certificateholders. 35
SECTION 4.08. Application of [Reserve Fund and] Available
Subordinated Amount . . . . . . . . . . . . . . . 36
SECTION 4.09. Investor Charge-Offs. . . . . . . . . . . . . . . . 38
SECTION 4.10. Excess Servicing. . . . . . . . . . . . . . . . . . 38
SECTION 4.11. Excess Principal Collections. . . . . . . . . . . . 39
[SECTION 4.12. Excess Funding Account. . . . . . . . . . . . . . . 40]
SECTION 4.13. Accumulation Period Length; Accumulation Period
Commencement Date . . . . . . . . . . . . . . . . 42
[SECTION 4.14. Enhancement . . . . . . . . . . . . . . . . . . . . 42]
ARTICLE V
Distributions and Reports to
Series [199 - ] Certificateholders
SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . 42
SECTION 5.02. Reports and Statements to Series [199_-_]
Certificateholders. . . . . . . . . . . . . . . . 43
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. . . . . . . . . . . 43
ARTICLE VII
Reinvestment Events
SECTION 7.01. Reinvestment Events . . . . . . . . . . . . . . . . 45
[ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase . . . . . . . . . . . . . . . . 49]
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions
Pursuant to [Section 8.01 of this Series
Supplement or] Section 2.03 or 12.02(c) of the
Agreement . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement . . . . . . . . . . 51
ARTICLE X
Other Series Provisions
SECTION 10.01. Certain Permitted Actions; Amendments to the
Agreement; Additional Covenants . . . . . . . . 52
[SECTION 10.02. Effect of Fully Reinvested Date; Conveyance of
Receivables . . . . . . . . . . . . . . . . . . . 53]
SECTION 10.03. Tax Treatment . . . . . . . . . . . . . . . . . . . 55
ARTICLE XI
Miscellaneous Provisions
SECTION 11.01. Ratification of Agreement . . . . . . . . . . . . . 56
SECTION 11.02. Counterparts. . . . . . . . . . . . . . . . . . . . 56
SECTION 11.03. Dealer Concentrations . . . . . . . . . . . . . . . 56
SECTION 11.04. Governing Law . . . . . . . . . . . . . . . . . . . 56
EXHIBITS
Exhibit A Form of Certificate
Exhibit B Form of Distribution Date Statement
SCHEDULES
Schedule 1 Identification of the Series [199_-_] Accounts
SERIES [199[ ]_-_] SUPPLEMENT dated as of [ ],
199[ ] (the "Series Supplement"), among U.S. AUTO
RECEIVABLES COMPANY, a Delaware corporation, as Seller,
CHRYSLER CREDIT CORPORATION, a Delaware corporation, as
Servicer, and MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO") to
the Seller on August 8, 1991 (as assigned, amended and supplemented, the
"Agreement"), among the Seller, the Servicer and the Trustee, CARCO has
created and assigned to the Seller the CARCO Auto Loan Master Trust (the
"Trust"). Section 6.03 of the Agreement provides that the Seller may from
time to time direct the Trustee to issue, on behalf of the Trust, one or
more new Series of Investor Certificates representing fractional undivided
interests in the Trust. The Principal Terms of any new Series are to be
set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee
shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series [199 - ] Certificates
SECTION 1.01. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued pursuant to the Agreement and
this Series Supplement to be known as the "[Floating Rate][ %] Auto Loan
Asset Backed Certificates, Series [199_-_]".
(b) In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained
in the Agreement, the terms and provisions of this Series Supplement shall
govern.
ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in this Series
Supplement the following words and phrases shall have the following
meanings.
["Accrual Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the Initial
Distribution Date, the Closing Date) to but excluding such Distribution
Date.]
["Accumulation Period" shall mean, unless an Early Amortization
Event [(other than an Early Amortization Event which has resulted in an
Early Amortization Period which has ended as described in clause [ ] of
the definition thereof)], or a Reinvestment Event [(other than a
Reinvestment Event which has resulted in a Reinvestment Period which has
ended as described in clause [ ] of the definition thereof)] shall have
occurred prior thereto, the period commencing on the Accumulation Period
Commencement Date and ending upon the first to occur of (a) the
commencement of an Early Amortization Period, [(b) the commencement of a
Reinvestment Period] and (c) the payment in full to Series [199_-_]
Certificateholders of the outstanding principal amount of the Series [199_-_]
Certificates.]
["Accumulation Period Commencement Date" shall mean, [if the
Accumulation Period Length is one month, two months, three months, four
months or five months, the first day of the [ ] Collection Period,
the [ ] Collection Period, the [ ] Collection Period, the
Collection Period or the [ ] Collection Period, respectively;
provided, however, that the Accumulation Period Commencement Date shall be
[ ], if, prior to such date, any other outstanding Series shall
have entered into an early amortization period or a reinvestment person;
and provided further that, if the Accumulation Period Length shall have
been determined pursuant to Section 4.13 to be less than five months and,
thereafter, any outstanding Series shall enter into an early amortization
period or reinvestment period, the Accumulation Period Commencement Date
shall be the earlier of (a) the date that such outstanding Series shall
have entered into its early amortization period or reinvestment period and
(b) the Accumulation Period Commencement Date as previously determined][add
Citi alternative].
["Accumulation Period Length" shall mean a period which is [one,
two, three, four or five month(s) long and is calculated as the product,
rounded upwards to the nearest integer, of (a) five and (b) a fraction, the
numerator of which is the Invested Amount as of the [ ] Distribution
Date (after giving effect to all changes therein on such date) and the
denominator of which is the sum of such Invested Amount and the invested
amounts as of the [ ] Distribution Date (after giving effect to all
changes therein on such date) of all other outstanding Series whose
respective revolving periods are not scheduled to end before the last day
of the [ ] Collection Period][add Citi alternative].
[Additional Carry-Over Amount" shall have the meaning specified
in Section 4.02(b).]
"Additional Interest" shall have the meaning specified in
Section 4.02(a).
"Adjusted Invested Amount" shall mean, with respect to
Series [199_-_] for any Collection Period, an amount equal to the sum of
(a) the Initial Invested Amount of the Certificates on the Determination
Date occurring in such Collection Period, minus the excess, if any, of the
aggregate amount of Investor Charge-Offs for all Distribution Dates
preceding such date over the aggregate amount of any reimbursements of
Investor Charge-Offs for all Distribution Dates preceding such date and
(b) the applicable [Aggregate] Available Subordinated Amount, if any, on
the Determination Date occurring in such Collection Period (in each case,
after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date following the Determination
Date during the Collection Period in which such date occurs).
["Adjustment Date" shall mean [ ], ].
["Aggregate Available Subordinated Amount" shall mean [the sum
of] the Available Subordinated Amount [, the Available Negative Carry
Subordinated Amount][and [others].]
"Allocable Defaulted Amount" shall mean, with respect to any
Collection Period, the product of (a) the Series [199_-_] Allocation
Percentage with respect to such Collection Period and (b) the Defaulted
Amount with respect to such Collection Period.
"Allocable Miscellaneous Payments" shall mean, with respect to
any Distribution Date, the product of (a) the Series [199_-_] Allocation
Percentage for the related Collection Period and (b) Miscellaneous Payments
with respect to the related Collection Period.
"Allocable Non-Principal Collections" shall mean, with respect to
any Deposit Date, the product of (a) the Series [199_-_] Allocation
Percentage for the related Collection Period and (b) the aggregate amount
of Collections of Non-Principal Receivables relating to such Deposit Date.
"Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series [199_-_] Allocation Percentage
for the related Collection Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to such Deposit
Date.
["Assets Receivables Rate" shall mean, with respect to any
[Interest Period][Accrual Period], an amount equal to the product of (a)
the quotient obtained by dividing (i) 360 by (ii) the actual number of days
elapsed in such [Interest Period][Accrual Period] and (b) a percentage,
expressed as a fraction, (i) the numerator of which is the sum of
(A) Investor Non-Principal Collections for the Collection Period
immediately preceding the last day of such Interest Period (which, for the
purposes of this definition only, shall be determined based on the interest
amounts billed to the Dealers which are due during such Collection Period)
less, unless the Monthly Servicing Fee has been waived by the Servicer, the
Certificateholders Monthly Servicing Fee with respect to such immediately
preceding Collection Period and (B) the Investment Proceeds to be applied
on the Distribution Date related to such [Interest Period][Accrual Period]
and (ii) the denominator of which is the sum of (A) the product of (I) the
Series [199_-_] Floating Allocation Percentage, (II) the Series [199_-_]
Series Allocation Percentage and (III) the average Pool Balance (after
giving effect to charge-offs) for such immediately preceding Collection
Period, [(B) the principal balance on deposit in the Excess Funding Account
on the first day of such [Interest Period][Accrual Period] (after giving
effect to all deposits to and withdrawals therefrom on such first day) and
[(C) the principal balance on deposit in the Principal Funding Account on
the first day of such [Interest Period][Accrual Period] (after giving
effect to all deposits to and withdrawals therefrom on such first day).]
"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) an amount equal to
Investor Principal Collections for such Distribution Date, (b) Allocable
Miscellaneous Payments with respect to such Distribution Date,
(c) Series [199_-_] Excess Principal Collections on deposit in the
Collection Account for such Distribution Date [and (d) on the Termination
Date, any funds in the Reserve Fund after giving effect to Section 4.08].
"Available Negative Carry Subordinated Amount" shall mean [
].]
"Available Seller's Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Available Seller's Non-Principal
Collections for such Deposit Date and (b) the Available Seller's Principal
Collections for such Deposit Date; provided, however, that the Available
Seller's Collections shall be zero for any Collection Period with respect
to which the Available Subordinated Amount is zero on the Determination
Date immediately following the end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Non-Principal Collections for such
Deposit Date.
"Available Seller's Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Principal Collections for such Deposit
Date.
"Available Subordinated Amount" for the first Determination Date
shall mean an amount equal to the Required Subordinated Amount. The
Available Subordinated Amount for any subsequent Determination Date shall
mean an amount equal to (a) the lesser of (i) the Available Subordinated
Amount for the preceding Determination Date, minus (A) the Required
Subordination Draw Amount with respect to the preceding Distribution Date
to the extent provided in Section 4.08, [minus (B) withdrawals from the
Reserve Fund pursuant to Section 4.08 on the preceding Distribution Date to
make distributions pursuant to Section [4.06(a)(iv)] (but excluding any
other withdrawals from the Reserve Fund)], plus (C) the portion of Excess
Servicing for such preceding Distribution Date distributed to the Seller
pursuant to Section 4.10(c), [plus (D) any amounts distributed as a Carry-
Over Amount or Additional Carry-over Amount pursuant to Section 4.07(c) on
the preceding Distribution Date] [and (ii) the product of the fractional
equivalent of the Subordinated Percentage and the Invested Amount on such
Determination Date, minus (b) in the case of clause (a)(i), the Incremental
Subordinated Amount for such preceding Determination Date,][plus (c) the
Incremental Subordinated Amount for the current Determination Date,] [plus
(d) the Subordinated Percentage of funds to be withdrawn from the Excess
Funding Account on the succeeding Distribution Date and paid to the Seller
or allocated to one or more Series]; provided, however, that the Available
Subordinated Amount may be increased on any Determination Date by the
Seller, in its sole discretion, by notice to the Trustee on or before such
Determination Date, so long as the cumulative amount of such increases does
not exceed the lesser of (x) $[ ] or (y) [ ]% of the Invested
Amount on such date; provided, however, that, once the [Accumulation
Period][Controlled Amortization Period] or any Early Amortization Period
[(other than an Early Amortization Period which has ended as described in
clause [ ] of the definition thereof)] shall have commenced, the Available
Subordinated Amount shall be calculated based on the Invested Amount as of
the close of business on the day preceding such [Accumulation
Period][Controlled Amortization Period] or Early Amortization Period [; and
provided further that, during any Reinvestment Period [(other than a
Reinvestment Period which has ended as described in clause [ ] of the
definitions thereof) shall have commenced, the Available Subordinated
Amount shall be calculated based on the Invested Amount as of the close of
business on the day preceding such Reinvestment Period [less [describe
permitted reductions, e.g., based on payment rates]].
["Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Seller which is reasonably acceptable to
the Trustee.]
["Carry-over Amount" shall mean, for any Distribution Date with
respect to which the related Certificate Rate is calculated on the basis of
the Asset Receivables Rate, the excess of (a) Monthly Interest for such
Distribution Date determined as if such Certificate Rate were calculated on
the basis of the Index formula set forth in clause (a) of the definition of
Certificate Rate over (b) the actual Monthly Interest for such Distribution
Date.]
"Certificate Rate" shall mean [ % per annum][, with respect to
any [Interest Period][Accrual Period], [the lesser of (a)] the Index for
such [Interest Period][Accrual Period][plus] [minus][times][ %] [and
(b) the Asset Receivables Rate for the immediately preceding [Interest
Period][Accrual Period]].
"Certificateholders Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Closing Date" shall mean [ ], 199[ ].
["Controlled Accumulation Amount" shall mean an amount equal to
the Invested Amount as of [the [ ] Distribution Date] [ ] (after
giving effect to any changes therein on such date), divided by the
Accumulation Period Length.]
["Controlled Amortization Amount" means an amount equal to the
Invested Amount as of the [ ] Distribution Date (after giving effect to
any changes therein on such date) divided by [ ].]
["Controlled Amortization Period" shall mean, unless an Early
Amortization Event [(other than an Early Amortization which has resulted in
an Early Amortization Period which has ended as described in clause [ ] of
the definition thereof] [or a Reinvestment Event [other than a Reinvestment
Event which has resulted in a Reinvestment Period which has ended as
described in clause [ ] of the definition thereof)] shall have occurred
prior thereto, the period commencing on the Principal Commencement Date and
ending on the first to occur at (a) the commencement of an Early
Amortization Period [,(b) the commencement of a Reinvestment Period] and
(c) the payment in full to Series [199_-_] Certificateholders of the
outstanding principal amount of the Series [199_-_] Certificates.]
["Controlled Distribution Amount" for a Distribution Date means
the sum of (a) [the excess, if any, of (i)] the Controlled Amortization
Amount for such Distribution Date [over (ii) the quotient obtained by
dividing the amount on deposit in the Excess Funding Account as of the [ ]
Distribution Date (after giving effect to any withdrawals from or deposits
to such account on such date) by [ ],] plus (b) any Controlled
Distribution Amount for a prior Distribution Date not previously
distributed to Series [199_-_] Certificateholders.]
[Controlled Deposit Amount" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the sum of (i) the product of
the Controlled Accumulation Amount and the number of Distribution Dates
from and including the first Distribution Date with respect to the
Accumulation Period through and including such Distribution Date (but not
in excess of the Accumulation Period Length) [and (ii) the amount on
deposit in the Excess Funding Account as of [the [ ] Distribution
Date] [ ] (after giving effect to any withdrawals from or deposits to
such account on such date (other than the transfer to the Principal Funding
Account of the amounts on deposit therein on such date))], over (b) the sum
of amounts on deposit in [the Excess Funding Account and the Principal
Funding Account, in each case before giving effect to any withdrawals from
or deposits to such accounts on such Distribution Date.]
"Deficiency Amount" shall have the meaning specified in
Section 4.05.
"Early Amortization Event" shall mean any Early Amortization
Event specified in Section 9.01 [ ] of the Agreement, together with any
additional Early Amortization Event specified in Section 6.01 of this
Series Supplement[; provided, however, that (i) for purposes of
Section 2.05(d)(vii), 2.07(b)(vi), 2.07(d)(viii), 3.01(d) and 6.03(b)(v) of
the Agreement, Early Amortization Event shall also include any Reinvestment
Event and (ii) for purposes of Section 2.01 of the Agreement, Early
Amortization Events specified in Sections 9.01(b),(c),(d) and (e) of the
Agreement shall also include Reinvestment Events specified in
Section 7.01[ ], respectively, of this Series Supplement].
"Early Amortization Period" shall mean an Early Amortization
Period with respect to Series [199_-_] [that occurs as a result of any
event specified in Section 9.01[ ] of the Agreement or any Early
Amortization Event specified in Section 6.01 of this Series Supplement] [;
provided, however, that for purposes of Section 4.04 of the Agreement,
Early Amortization Period shall also include, prior to the occurrence of
the Fully Reinvested Date and the making of all allocations, distributions,
withdrawals and deposits required to be made on such date [or at any time
thereafter following the recommencement of the Revolving Period], any
Reinvestment Period].
"Eligible Investments" shall mean (a) book-entry securities,
negotiable instruments or securities represented by instruments in bearer
or registered form having original or remaining maturities of 30 days or
less, but in no event occurring later than the Distribution Date next
succeeding the Trustee's acquisition thereof, which evidence:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America;
(ii) demand deposits, time deposits or certificates of deposit of
any depository institution or trust company incorporated under the
laws of the United States of America or any state thereof (or any
domestic branch of a foreign bank) and subject to supervision and
examination by Federal or state banking or depository institution
authorities; provided, however, that at the time of the Trust's
investment or contractual commitment to invest therein, the commercial
paper or other short-term unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a person or
entity other than such depository institution or trust company)
thereof shall have a credit rating from each of the Rating Agencies in
the highest investment category granted thereby;
(iii) commercial paper having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating from
each of the Rating Agencies in the highest investment category granted
thereby;
(iv) [except during a Reinvestment Period,] investments in money
market funds having a rating from each of the Rating Agencies in the
highest investment category granted thereby or otherwise approved in
writing thereby;
(v) bankers' acceptances issued by any depository institution or
trust company referred to in clause (ii) above;
(vi) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, the United States of
America or any agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the United States of
America, in either case entered into with a depository institution or
trust company (acting as principal) described in clause (ii);
(vii) repurchase obligations with respect to any security or whole
loan, entered into with (i) a depository institution or trust company
(acting as principal) described in clause (ii) above (except that the
rating referred to in the proviso in such clause (ii) shall be A-1 or
higher in the case of Standard & Poor's) (such depository institution
or trust company being referred to in this definition as a "Financial
Institution"), (ii) a broker/dealer (acting as principal) registered
as a broker or dealer under Section 15 of the Securities Exchange Act
of 1934, as amended (a "Broker/Dealer") the unsecured short-term debt
obligations of which are rated P-1 by Moody's and at least A-1 by
Standard & Poor's at the time of entering into such repurchase
obligation (a "Rated Broker/Dealer"), (iii) an unrated Broker/Dealer
(an "Unrated Broker/Dealer"), acting as principal, that is a wholly
owned subsidiary of a non-bank holding company the unsecured short-
term debt obligations of which are rated P-1 by Moody's and at least
A-1 by Standard & Poor's at the time of entering into such repurchase
obligation (a "Rated Holding Company") or (iv) an unrated subsidiary
(a "Guaranteed Counterparty"), acting as principal, that is a wholly-
owned subsidiary of a direct or indirect parent Rated Holding Company,
which guarantees such subsidiary's obligations under such repurchase
agreement; provided that the following conditions are satisfied:
(A) the aggregate amount of funds invested in repurchase
obligations of a Financial Institution, a Rated Broker/Dealer, an
Unrated Broker/Dealer or Guaranteed Counterparty in respect of
which the Standard & Poor's unsecured short-term ratings are A-1
(in the case of an Unrated Broker/Dealer or Guaranteed
Counterparty, such rating being that of the related Rated Holding
Company) shall not exceed 20% of the sum of the then outstanding
principal balance of Series [199_-_] Certificates (there being no
limit on the amount of funds that may be invested in repurchase
obligations in respect of which such Standard & Poor's rating is
A-1+ (in the case of an Unrated Broker/Dealer or Guaranteed
Counterparty, such rating being that of the related Rated Holding
Company));
(B) in the case of any Series [199_-_] Account (other than
the Collection Account), the rating from Standard & Poor's in
respect of the unsecured short-term debt obligations of the
Financial Institution, Rated Broker/Dealer, Unrated Broker/Dealer
or Guaranteed Counterparty (in the case of an Unrated
Broker/Dealer or Guaranteed Counterparty, such rating being that
of the related Rated Holding Company) shall be A-1+;
(C) the repurchase obligation must mature within 30 days of
the date on which the Trustee enters into such repurchase
obligation;
(D) the repurchase obligation shall not be subordinated to
any other obligation of the related Financial Institution, Rated
Broker/Dealer Unrated Broker/Dealer or Guaranteed Counterparty;
(E) the collateral subject to the repurchase obligation is
held, in the appropriate form, by a custodial bank on behalf of
the Trustee;
(F) the repurchase obligation shall require that the
collateral subject thereto shall be marked to market daily;
(G) in the case of a repurchase obligation of a Guaranteed
Counterparty, the following conditions shall also be satisfied:
(i) the Trustee shall have received an opinion of
counsel (which may be in house counsel) to the effect that
the guarantee of the related Rated Holding Company is a
legal, valid and binding agreement of the Rated Holding
Company, enforceable in accordance with its terms, subject
as to enforceability to bankruptcy, insolvency,
reorganization and moratorium or other similar laws
affecting creditors' rights generally and to general
equitable principles;
(ii) the Trustee shall have received (x) an incumbency
certificate for the signer of such guarantee, certified by
an officer of such Rated Holding Company, and (y) a
resolution, certified by an officer of the Rated Holding
Company, of the board of directors (or applicable committee
thereof) of the Rated Holding Company authorizing the
execution, delivery and performance of such guarantee by the
Rated Holding Company;
(iii) the only conditions to the obligation of such Rated
Holding Company to pay on behalf of the Guaranteed
Counterparty shall be that the Guaranteed Counterparty shall
not have paid under such repurchase obligation when required
(it being understood that no notice to, demand on or other
action in respect of the Guaranteed Counterparty is
necessary) and that the Trustee shall make a demand on the
Rated Holding Company to make the payment due under such
guarantee;
(iv) the guarantee of the Rated Holding Company shall be
irrevocable with respect to such repurchase obligation and
shall not be subordinate to other obligations of the Rated
Holding Company; and
(v) each of Standard & Poor's and Moody's has confirmed
in writing to the Trustee that it has reviewed the form of
the guarantee of the Rated Holding Company and has
determined that the Trust's investment in such repurchase
obligation, taking into account the issuance of such
guarantee, will not result in the downgrade or withdrawal of
the ratings assigned to the Series [199_-_] Certificates.
(H) the repurchase obligations shall require that the
repurchase obligation be overcollatera- lized and shall provide
that, upon any failure to maintain such overcollateralization,
the repurchase obligation shall become due and payable, and
unless the repurchase obligation is satisfied immediately, the
collateral subject to the repurchase agreement shall be
liquidated and the proceeds applied to satisfy the unsatisfied
portion of the repurchase obligation; and
(b) any other investment consisting of a financial asset that by
its terms converts to cash within a finite period of time, provided that
each Rating Agency shall have notified the Seller, the Servicer and the
Trustee that the Trust's investment therein will not result in a reduction
or withdrawal of the rating of any outstanding class or Series with respect
to which it is a Rating Agency.
"Excess Reserve Fund Required Amount" shall mean, for any
Distribution Date with respect to an Early Amortization Period [or any
Distribution Date with respect to a Reinvestment Period that occurs prior
to the Fully Reinvested Date], an amount equal to the greater of (a) [ ]%
of the initial principal balance of the Series [199_-_] Certificates and
(b) the excess of (i) the sum of (x) the Available Subordinated Amount on
the preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution
Date) and (y) an amount equal to (A) the excess of the Required
Participation Percentage over 100%, multiplied by (B) the outstanding
principal balance of the Series [199_-_] Certificates on such Distribution
Date (after giving effect to any changes therein on such Distribution Date)
over (ii) the excess of (x) the Series [199_-_] Allocation Percentage of
the Pool Balance on the last day of the immediately preceding Collection
Period over (y) the Invested Amount on such Distribution Date (after giving
effect to changes therein on such Distribution Date); provided that the
Excess Reserve Fund Required Amount shall not exceed such Available
Subordinated Amount.
"Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than
0% nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables [(except during any Early Amortization Period)]
and Defaulted Receivables and Principal Receivables during the Revolving
Period, the sum of (i) the Floating Allocation Percentage with respect to
such Collection Period and (ii) the percentage equivalent of a fraction,
the numerator of which is the Available Subordinated Amount as of the
Determination Date occurring in such Collection Period (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on
the Distribution Date immediately following such Determination Date) and
the denominator of which is the product of (x) the Pool Balance as of the
last day of such immediately preceding Collection Period and (y) the
Series [199_-_] Allocation Percentage for the Collection Period in respect
of which the Excess Seller's Percentage is being calculated or (b) 100%
minus, when used with respect to [Non-Principal Receivables during any
Early Amortization Period and] Principal Receivables during the
[Accumulation Period] [Controlled Amortization Period] and any Early
Amortization Period [or Reinvestment Period], the sum of (i) the Fixed
Allocation Percentage with respect to such Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the
Available Subordinated Amount as of the Determination Date occurring in
such Collection Period (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date) and the denominator of which
is the product of (x) the Pool Balance as of the last day of such
immediately preceding Collection Period and (y) the Series [199_-_]
Allocation Percentage for the Collection Period in respect of which the
Excess Seller's Percentage is being calculated.
"Excess Servicing" shall mean, with respect to any Distribution
Date, the amount, if any, specified pursuant to Section 4.06(a)[(viii)]
with respect to such Distribution Date.
"Expected Payment Date" shall mean the [ ]
Distribution Date.
"Fixed Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount
as of the last day of the Revolving Period and the denominator of which is
the product of (a) the Pool Balance as of the last day of the immediately
preceding Collection Period and (b) the Series [199_-_] Allocation
Percentage with respect to the Collection Period in respect of which the
Principal Allocation Percentage is being calculated; provided, however,
that, with respect to that portion of any Collection Period that falls
after the date on which any Early Amortization Event occurs [(other than an
Early Amortization Event which has resulted in an Early Amortization Period
which has ended as described in clause [ ] thereof] [or any Reinvestment
Event occurs [(other than a Reinvestment Period which has ended as
described in clause [ ] thereof)], the Fixed Allocation Percentage shall
be reset using the Pool Balance as of the close of business on [the earlier
of] the date on which such Early Amortization Event shall have occurred
[and the date on which such Reinvestment Event shall have occurred] and
Principal Collections shall be allocated for such portion of such
Collection Period using such reset Fixed Allocation Percentage.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount
as of the last day of the immediately preceding Collection Period (after
giving effect to the reinvestment to occur on the next succeeding
Distribution Date) and the denominator of which is the product of (a) the
Pool Balance as of such last day and (b) the Series [199_-_] Allocation
Percentage for the Collection Period in respect of which the Floating
Allocation Percentage is being calculated; provided, however, that, with
respect to the first Collection Period, the Floating Allocation Percentage
shall mean the percentage equivalent of a fraction, the numerator of which
is the Initial Invested Amount and the denominator of which is the product
of (x) the Pool Balance on the Series Cut-Off Date and (y) the Series
[199-_-] Allocation Percentage with respect to the Series Cut-Off Date.
["Incremental Subordinated Amount" shall mean, with respect to
any Determination Date, the result obtained by multiplying (a) a fraction,
the numerator of which is the sum of (i) (A) the Invested Amount on the
last day of the immediately preceding Collection Period or (B) with respect
to the first Determination Date, the Invested Amount on the Closing Date
and (ii) (A) the Available Subordinated Amount for such Determination Date
(calculated without adding the Incremental Subordinated Amount for such
Distribution Date as described in clause (c) of the definition thereof) or
(B) with respect to the first Determination Date, the product of the
Invested Amount on the Closing Date and the Subordinated Percentage and the
denominator of which is the Pool Balance on such last day by (b) the Trust
Incremental Subordinated Amount.]
["Index" shall mean [ ].]
"Initial Distribution Date" shall mean [ ] , 199[ ].
"Initial Invested Amount" shall mean the portion of initial
principal amount of the Series [199_-_] Certificates which is invested in
Principal Receivables on the Closing Date, which is $[ ][, plus
(a) the amount of any withdrawals from the Excess Funding Account in
connection with the purchase of an additional interest in Principal
Receivables of the Trust, minus (b) the amount of any additions to the
Excess Funding Account in connection with a reduction in the Principal
Receivables in the Trust].
"Initial Principal Amount" shall mean $[ ].
["Initial Reserve Fund Deposit Amount" shall mean $[ ].
["Initial Yield Supplement Account Deposit Amount" shall mean
$[ ]].
["Interest Funding Account" shall have the meaning specified in
Section 4.04[ ].]
["Interest Payment Date" shall mean [ ].]
["Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the Initial
Distribution Date, the Closing Date) to but excluding such Distribution
Date. Interest will be calculated on the basis of the actual number of
days in each Interest Period divided by 360 days.]
"Interest Shortfall" shall have the meaning specified in
Section 4.02.
"Invested Amount" shall mean, when used with respect to any date,
an amount equal to (a) the Initial Invested Amount, minus (b) the amount,
without duplication, of principal payments [(except principal payments made
from the Excess Funding Account and any transfers from the Excess Funding
Account to the Principal Funding Account)] made to Series [199_-_]
Certificateholders or deposited to the Principal Funding Account prior to
such date, minus (c) the excess, if any, of the aggregate amount of
Investor Charge-Offs over Investor Charge-Offs reimbursed pursuant to
Section 4.08 prior to such date. In addition, for purposes of the
definitions of "Early Amortization Period" [and Reinvestment Period and
Section 12.01 of the Agreement], the Invested Amount shall be an amount
equal to the outstanding principal amount of the Certificates.
"Investment Proceeds" shall mean, with respect to any
Determination Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Series [199_-_]
Accounts, together with an amount equal to the Series [199_-_] Allocation
Percentage of the interest and other investment earnings on funds held in
the Collection Account credited to the Collection Account pursuant to
Section 4.02 of the Agreement.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.09.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Collection Period and (b) Allocable
Non-Principal Collections deposited in the Collection Account for the
related Collection Period[; provided, however, that with respect to any
Distribution Date with respect to any Early Amortization Period, Investor
Non-Principal Collections shall mean an amount equal to the product of
(i) the Fixed Allocation Percentage for the related Collection Period and
(ii) Allocable Non-Principal Collections deposited in the Collection
Account for the related Collection Period].
"Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating
Allocation Percentage, with respect to the Revolving Period, or the
Principal Allocation Percentage, with respect to the [Accumulation Period]
[Controlled Amortization Period] or an Early Amortization Period [or a
Reinvestment Period] for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an
Early Amortization Period [or a Reinvestment Period]) and (ii) Allocable
Principal Collections deposited in the Collection Account for the related
Collection Period (or any partial Collection Period which occurs as the
first Collection Period during an Early Amortization Period [or a
Reinvestment Period]) and (b) the amount, if any, of Collections of Non-
Principal Receivables, Excess Servicing and Available Seller's Collections
to be distributed pursuant to Section [4.06(a)(iv), 4.08(b) or 4.10(a)] on
such Distribution Date.
["London Business Day" shall mean any business day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.]
"Monthly Interest" shall have the meaning specified in
Section 4.02.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Principal" shall have the meaning specified in
Section 4.03.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Moody's" shall mean Moody's Investors Service, Inc.
"Pool Factor" shall mean, with respect to any Determination Date,
a number carried out to 11 decimals representing the ratio of the Invested
Amount as of such Determination Date (determined after taking into account
any increases or decreases in the Invested Amount which will occur on the
following Distribution Date) to the Initial Invested Amount.
"Principal Commencement Date" shall mean [
].
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (a) the Invested
Amount on such Distribution Date, (b) accrued and unpaid interest on the
unpaid balance of the Series [199_-_] Certificates (calculated on the basis
of the outstanding principal balance of the Series [199_-_] Certificates at
the Certificate Rate [as in effect during the applicable [Interest Periods]
[Accrual Periods])] through the day preceding such Distribution Date,
(c) the amount of Additional Interest, if any, for such Distribution Date
and any Additional Interest previously due but not [deposited to the
Interest Funding Account or] distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date, [(d) any Carry-over Amount
for such Distribution Date and any Carry-over Amount previously due but not
distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date and (e) any Additional Carry-Over Amount for such
Distribution Date and any Additional Carry-Over Amount previously due but
not distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date].
["Reinvestment Event" shall have the meaning specified in
Section 7.01.]
["Reinvestment Period" shall mean the period beginning at the
close of business on the Business Day immediately preceding the day on
which a Reinvestment Event is deemed to have occurred, and in each case
ending upon the earliest to occur of (a) the payment in full to the Series
[199_-_] Certificateholders of the Investment Amount, (b) the Termination
Date, (c) the commencement of an Early Amortization Period, (d) if such
Reinvestment Period has resulted from the occurrence of a Reinvestment
Event described in Section 7.01[ ], the earlier of (i) end of the first
Collection Period during which a Reinvestment Event would no longer be
deemed to exist pursuant to Section 7.01[ ], so long as no other
Reinvestment Event shall have occurred, and (ii) the conveyance of
Receivables in Additional Accounts to the Trust following written
confirmation by each Rating Agency that such conveyance will not result in
the reduction or withdrawal of such Rating Agency's rating of the Series
[199_-_] Certificates, (a) receipt by the Trustee of written confirmation
by each Rating Agency that recommencement of the Revolving Period would not
result in such Rating Agency's rating of the Series [199_-_] Certificates
being reduced or withdrawn [and (f) describe other cures, if applicable].]
["Required Negative Carry Subordinated Amount" shall mean, as of
any date, [ ].]
"Required Participation Percentage" shall mean, with respect to
Series [199_-_], [ ]%; provided, however, that if the aggregate amount of
Principal Receivables due from any Dealer or group of affiliated Dealers at
the close of business on the last day of any Collection Period with respect
to which such determination is being made pursuant to Section 9.03 is
greater than [ ]% of the Pool Balance on such last day, the Required
Participation Percentage shall mean, as of such last day and with respect
to such Collection Period and the immediately following Collection Period
only, [ ]%; provided further, that the Seller may, upon 10 days' prior
notice to the Trustee, each Rating Agency and any Enhancement Provider,
reduce the Required Participation Percentage to a percentage which shall
not be less than 100%, provided that no Rating Agency shall have notified
the Seller or the Servicer that any such reduction will result in a
reduction or withdrawal of the rating of any outstanding Series or Class
with respect to which it is a Rating Agency.
"Required Subordinated Amount" shall mean, as of any date of
determination, [the sum of (a)] the product of (i) the Subordinated
Percentage and (ii) the Invested Amount on such date [and (b) the
Incremental Subordinated Amount].
"Required Subordination Draw Amount" shall have the meaning
specified in Section 4.05.
["Reserve Fund" shall have the meaning specified in
Section 4.04.]
["Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (a) the Reserve Fund
Required Amount for such Distribution Date exceeds (b) the amount of funds
in the Reserve Fund after giving effect to any withdrawals therefrom on
such Distribution Date.]
["Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) [ ]% and
(b) the outstanding principal balance of the Series [199_-_] Certificates
on such Distribution Date (after giving effect to any changes therein on
such Distribution Date). [other]]
"Revolving Period" shall mean the period beginning at the close
of business on the Business Day immediately preceding the Series Cut-Off
Date and ending on the earlier of (a) the close of business on the day
immediately preceding the [Accumulation Period Commencement Date]
[Principal Commencement Date] (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period ends as described in paragraph [ ] of the definition
thereof, the Revolving Period will recommence as of the close of business
on the day such Early Amortization Period ends [, and (c) the close of
business on the day a Reinvestment Period commences; provided, however,
that if any Reinvestment Period ends as described in paragraph [ ] of the
definition thereof, the Revolving Period will recommence as of the close of
business on the day such Reinvestment Period ends].
"Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's
Percentage of Allocable Principal Collections for the related Collection
Period.
"Seller's Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Receivables
[(except during any Early Amortization Period)] and Defaulted Receivables
and Principal Receivables during the Revolving Period, and (b) the Fixed
Allocation Percentage, when used with respect to Principal Receivables
during the [Accumulation Period] [Controlled Amortization Period] and an
Early Amortization Period [or Reinvestment Period] [and Non-Principal
Receivables during any Early Amortization Period].
"Series [199_-_]" shall mean the Series of Investor Certificates,
the terms of which are specified in this Series Supplement.
"Series [199_-_] Accounts" shall have the meaning specified in
Section [4.04(e)(i)].
"Series [199_-_] Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series [199_-_].
"Series [199_-_] Certificateholders" shall mean the Holders of
Series [199_-_] Certificates.
"Series [199_-_] Certificateholders' Interest" shall mean that
portion of the Certificateholders' Interest evidenced by the Series [199_-
_] Certificates.
"Series [199_-_] Certificates" shall mean any one of the
certificates executed by the Seller and authenticated by the Trustee,
substantially in the form of Exhibit A.
"Series [199_-_] Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series [199_-_]
pursuant to Section 4.11.
"Series [199_-_] Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series Cut-off Date" shall mean [ ], 199[ ].
"Servicing Fee Rate" shall mean, with respect to Series [199_-_],
[ ]% or, for any Distribution Date in respect of which the Monthly
Servicing Fee has been waived, 0%.
"Special Payment Date" shall mean each distribution date with
respect to any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause [ ] of the definition
thereof).
"Standard & Poor's" shall mean Standard & Poor's Rating Group.
"Subordination Factor" shall mean [ ].
"Subordinated Percentage" will initially equal the percentage
equivalent of a fraction, the numerator of which is the Subordination
Factor and the denominator of which will be the excess of 100% over the
Subordination Factor.
"Termination Date" shall mean the [ ] Distribution
Date.
"Termination Proceeds" shall mean any Termination Proceeds
arising out of a sale of Receivables (or interests therein) pursuant to
Section 12.02(c) of the Agreement with respect to Series [199_-_].
"Trust Available Subordinated Amount" means the sum of the
[Aggregate] Available Subordinated Amount and the sum of the aggregate
available subordinated amounts for all other outstanding Series.
["Yield Supplement Account" shall have the meaning specified in
Section 4.04.]
["Yield Supplement Account Deposit Amount" shall mean, with
respect to any Distribution Date, the amount, if any, by which the Yield
Supplement Account Required Amount exceeds the amount on deposit in the
Yield Supplement Account after giving effect to any deposits thereto and
withdrawals therefrom otherwise to be made on such Distribution Date.]
["Yield Supplement Account Required Amount" shall mean, with
respect to any Distribution Date, an amount equal to the product of
(a) [ ]% and (b) the outstanding principal balance of the Certificates on
such Distribution Date (after giving effect to any changes therein on such
Distribution Date) [other].
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to Series
[199_-_], Moody's and Standard & Poor's. As used in this Series Supplement
and in the Agreement with respect to Series [199_-_], "highest investment
category" shall mean (i) in the case of Standard & Poor's, A-l+ or AAA, as
applicable, and (ii) in the case of Moody's, P-1 or Aaa, as applicable.
Any notice required to be given to a Rating Agency pursuant to the
Agreement or this Series Supplement shall also be given to Fitch Investors
Service, Inc., and Duff & Phelps, Inc., although neither shall be deemed to
be a Rating Agency for any purposes of the Agreement or this Series
Supplement with respect to Series [199_-_].
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The
definitions in Section 2.01 are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine
and neuter genders of such terms.
(d) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to this
Series Supplement as a whole and not to any particular provision of this
Series Supplement; references to any Article, Section or Exhibit are
references to Articles, Sections and Exhibits in or to this Series
Supplement unless otherwise specified; and the term "including" means
"including without limitation".]
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly servicing fee
(the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears,
on each Distribution Date in respect of any Collection Period (or portion
thereof) occurring prior to the earlier of the first Distribution Date
following the Series [199_-_] Termination Date and the first Distribution
Date on which the Invested Amount is zero, in an amount equal to one-
twelfth of the product of (a) the Servicing Fee Rate, (b) the Pool Balance
as of the last day of the Collection Period second preceding such
Distribution Date and (c) the Series [199_-_] Allocation Percentage with
respect to the immediately preceding Collection Period. The share of the
Monthly Servicing Fee allocable to the Series [199_-_] Certificateholders
with respect to any Distribution Date (the "Certificateholders Monthly
Servicing Fee") shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the Invested Amount as of the last day of the
Collection Period second preceding such Distribution Date. The remainder
of the Monthly Servicing Fee shall be paid by the Seller and in no event
shall the Trust, the Trustee or the Series [199_-_] Certificateholders be
liable for the share of the Monthly Servicing Fee to be paid by the Seller;
and the remainder of the Servicing Fee shall be paid by the Seller and the
Investor Certificateholders of other Series and the Series [199_-_]
Certificateholders shall in no event be liable for the share of the
Servicing Fee to be paid by the Seller or the Investor Certificateholders
of other Series. The Certificateholders Monthly Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in accordance with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive
the Monthly Servicing Fee for any Distribution Date by notice to the
Trustee on or before the related Determination Date; provided that the
Servicer believes that sufficient Collections of Non-Principal Receivables
will be available on any future Distribution Date to pay the
Certificateholders Monthly Servicing Fee relating to the waived Monthly
Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any
Distribution Date, the Monthly Servicing Fee and the Certificateholders
Monthly Servicing Fee for such Distribution Date shall be deemed to be zero
for all purposes of this Series Supplement and the Agreement; provided,
however, that such Certificateholders Monthly Servicing Fee shall be paid
on a future Distribution Date solely to the extent amounts are available
therefor pursuant to Section 4.10(b); provided further that, to the extent
any such waived Certificateholders Monthly Servicing Fee is so paid, the
related portion of the Monthly Servicing Fee to be paid by the Seller shall
be paid by the Seller to the Servicer.
ARTICLE IV
Rights of Series [199_-_] Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections. (a) Collections of
Non-Principal Receivables and Principal Receivables, Miscellaneous Payments
and Defaulted Amounts allocated to Series [199_-_] pursuant to Article IV
of the Agreement shall be allocated and distributed as set forth in this
Article.
(b) Subject to Sections 4.01(d) [and 4.01(e)] below, the
Servicer shall instruct the Trustee to withdraw from the Collection Account
and pay to the Seller on the dates set forth below the following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Non-Principal
Collections deposited in the Collection Account for such Deposit
Date; and
(B) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Principal Collections
deposited in the Collection Account for such Deposit Date, if the
Seller's Participation Amount (determined after giving effect to
any Principal Receivables transferred to the Trust on such
Deposit Date) exceeds the Trust Available Subordinated Amount for
the immediately preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such
Determination Date); and
(ii) on each Deposit Date with respect to the Revolving Period,
an amount equal to the Available Seller's Principal Collections for
such Deposit Date, if the Seller's Participation Amount (determined
after giving effect to any Principal Receivables transferred to the
Trust on such Deposit Date) exceeds the Trust Available Subordinated
Amount for the immediately preceding Determination Date (after giving
effect to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date immediately following such
Determination Date); provided, however, that Available Seller's
Principal Collections shall be paid to the Seller with respect to any
Collection Period only after an amount equal to [the sum of (A)] the
Deficiency Amount, if any, relating to the immediately preceding
Collection Period [and (B) the excess, if any, of the Reserve Fund
Required Amount over the amount in the Reserve Fund on the immediately
preceding Distribution Date (after giving effect to the allocations
of, distributions from, and deposits in, the Reserve Fund on such
Distribution Date),] has been deposited in the Collection Account from
such Available Seller's Principal Collections.
The withdrawals to be made from the Collection Account pursuant
to this Section 4.01(b) do not apply to deposits into the Collection
Account that do not represent Collections, including Miscellaneous
Payments, payment of the purchase price for the Certificateholders'
Interest pursuant to Section 2.03 of the Agreement[, payment of the
purchase price for the Series [199_-_] Certificateholders' Interest
pursuant to Section 8.01 of this Series Supplement] and proceeds from the
sale, disposition or liquidation of Receivables pursuant to Section 9.02 or
12.02 of the Agreement.
[(c) The Servicer shall instruct the Trustee to withdraw from
the Collection Account and deposit into the Reserve Fund on Deposit Dates
with respect to the Revolving Period Available Seller's Principal
Collections for such Deposit Date, up to the amount of the excess, if any,
determined pursuant to Section 4.01(b)(ii)(B).]
[(d) Notwithstanding the provisions of Section 4.01(b)(1),
amounts otherwise distributable to the Seller pursuant to Section 4.01(b),
up to the Available Negative Carry Subordinated Amount, shall be applied as
follows: on each Deposit Date with respect to the [Accumulation Period]
[Controlled Amortization Period], an Early Amortization Period [or a
Reinvestment Period], the Servicer shall instruct the Trustee to withdraw
such amounts from the collection Account and deposit the Negative Carry
Deposit Amount to the Negative Carry Reserve Fund and [describe other
applications, if applicable].]
[(e) Notwithstanding the provisions of Section 4.01(b)(i), on
each Deposit Date during any Collection Period on which any amount is on
deposit in [the Excess Funding Account or] Principal Funding Account, the
Servicer shall instruct the Trustee to withdraw from the Collection Account
and deposit in the Yield Supplement Account the amounts otherwise
distributable to the Seller pursuant to Section 4.01(b)(i) [and not applied
pursuant to Section 4.01(d)] until the amount on deposit in the Yield
Supplement Account is equal to the Yield Supplement Account Required
Amount.]
SECTION 4.02. Monthly Interest. [(a)] The amount of monthly
interest ("Monthly Interest") with respect to the Series [199_-_]
Certificates on any Distribution Date shall be [an amount equal to the
product of (i) the Certificate Rate, (ii) the outstanding principal balance
of the Series [199_-_] Certificates as of the close of business on the
preceding Distribution Date (after giving effect to all repayments of
principal made to Series [199_-_] Certificateholders on such preceding
Distribution Date, if any) and (iii) a fraction, the numerator of which is
the actual number of days elapsed in such Interest Period and the
denominator of which is [360] [other]]. [Accrual Period] [an amount equal
to one twelfth of the product of the outstanding principal balance of the
Series [199_-_] Certificates as of the close of business on the preceding
Distribution Date after giving effect to all repayments of principal made
to the Series [199_-_] Certificateholders on such preceding Distribution
Date, if any; provided, however, that with respect to the first such
Distribution Date, Monthly Interest shall be equal to $____. Monthly
Interest shall be calculated on the basis of a 360-day year of twelve 30-
day months].
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Interest Shortfall"), of
(x) the aggregate Monthly Interest for the [Interest Period] [Accrual
Record] applicable to such Distribution Date over (y) the amount which will
be available to be [deposited in the Interest Funding Account or]
distributed to Series [199_-_] Certificateholders on such Distribution Date
in respect thereof pursuant to this Series Supplement. If the Interest
Shortfall with respect to any Distribution Date is greater than zero, an
additional amount ("Additional Interest") equal to [the product of (i) the
Certificate Rate for the [Interest Period] commencing on the related
Distribution Date (or, for subsequent [Interest Periods] [Accrual Periods],
the Certificate Rate for such subsequent [Interest Period] [Accrual
Period]), (ii) such Interest Shortfall (or the portion thereof which has
not been [deposited in the Interest Funding Account or] paid to Series
[199_-_] Certificateholders) and (iii) a fraction, the numerator of which
is the amount of days elapsed in such [Interest Period] [Accrual Period]
(or in a subsequent [Interest Period] [Accrual Period]) and the denominator
of which is [ ] 360 [other]] [one-twelfth of the product of (i) the
Certificate Rate [plus [ ] and (ii) such Interest Shortfall (or the
portion thereof which has not been [deposited to the Interest Funding
Account or] paid to the Series [199_-_] Certificateholders], shall be
payable as provided herein with respect to the Series [199_-_] Certificates
on each Distribution Date following such Distribution Date to and including
the Distribution Date on which such Interest Shortfall is paid to Series
[199_-_] Certificateholders. Notwithstanding anything to the contrary
herein, Additional Interest shall be payable or distributed to Series
[199_-_] Certificateholders only to the extent permitted by applicable law.
[(b) On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Carry-over
Shortfall"), of (x) the Carry-over Amount, if any, for such Distribution
Date over (y) the amount which will be available to be distributed to
Series [199_-_] Certificateholders in respect thereof on such Distribution
Date pursuant to this Series Supplement. If the Carry-over Shortfall with
respect to any Distribution Date is greater than zero, an additional amount
("Additional Carry-over Amount") equal to the product of (i) the
Certificate Rate (calculated pursuant to clause (a) of the definition
thereof) for the Interest Period commencing on the related Distribution
Date (or, for subsequent Interest Periods, the Certificate Rate (calculated
pursuant to clause (a) of the definition thereof) for such subsequent
Interest Periods), (ii) such Carry-over Shortfall (or the portion thereof
which has not been paid to Series [199_-_] Certificateholders) and (iii) a
fraction, the numerator of which is the amount of days elapsed in such
Interest Period (or in a subsequent Interest Period) and the denominator of
which is 360, shall be payable as provided herein with respect to the
Series [199_-_] Certificates on each Distribution Date following such
Distribution Date to the Distribution Date on which such Carry-over
Shortfall is paid to Series [199_-_] Certificateholders. Notwithstanding
anything to the contrary herein, any Additional Carry-Over Amount shall be
payable or distributed to Series [199_-_] Certificateholders only to the
extent permitted by applicable law.]
SECTION 4.03. Determination of Monthly Principal. The amount of
monthly principal ("Monthly Principal") distributable with respect to the
Series [199_-_] Certificates on each Distribution Date with respect to an
Early Amortization Period [, a Reinvestment Period] and the [Accumulation
Period] [Controlled Amortization Period] shall be equal to the Available
Investor Principal Collections with respect to such Distribution Date;
provided, however, that, for each Distribution Date [with respect to the
Accumulation Period, Monthly Principal shall not exceed the Controlled
Deposit Amount [with respect to the Controlled Amortization Period, Monthly
Principal shall not exceed the Controlled Deposit Amount] with respect to
the Controlled Amortization Period, Monthly Principal shall not exceed the
Controlled Distribution Amount] for such Distribution Date; and provided
further that Monthly Principal shall not exceed the Invested Amount of the
Certificates.
SECTION 4.04. Establishment of [Reserve Fund and] Funding
Accounts. [(a) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall cause to be established and maintained in the
name of the Trustee, on behalf of the Trust, an Eligible Deposit Account
(the "Reserve Fund") which shall be identified as the "Reserve Fund for the
CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Series [199_-_] Certificateholders. On the Closing Date,
the Seller shall cause to be deposited in the Reserve Fund the Initial
Reserve Fund Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be
available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Reserve Fund received prior to such Distribution Date shall
be applied as set forth in Section 4.06(a) [or 4.06(b), as applicable,] of
this Series Supplement. Funds deposited in the Reserve Fund on a Business
Day (which immediately precedes a Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested overnight.]
[(b) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Yield
Supplement Account"), which shall be identified as the "Yield Supplement
Account for the CARCO Auto Loan Master Trust Series [199_-_]" and shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series [199_-_] Certificateholders. On the
Closing Date, the Seller shall cause to be deposited into the Yield
Supplement Account the Initial Yield Supplement Account Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in the
Yield Supplement Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Yield Supplement Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement. Funds deposited in the Yield
Supplement Account on any Distribution Date shall be invested at the
direction of the Servicer in Eligible Investments that will mature so that
such funds will be available on or before the close of business on the
Business Day preceding the next following Distribution Date. Funds
deposited in the Yield Supplement Account on a Business Day (which
immediately precedes a Distribution Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(iii) If on any Distribution Date there is a Carry-over Amount,
the Servicer shall cause the Trustee to apply the amounts on deposit in the
Yield Supplement Account up to the amount of such Carry-over Amount to
satisfy such Carry-over Amount.
(iv) If on any Distribution Date the amount on deposit in the
Yield Supplement Account (after giving effect to any withdrawals to be made
from the Yield Supplement Account on such Distribution Date) is greater
than the Yield Supplement Account Required Amount, the Servicer shall cause
the Trustee to pay to the Seller on such Distribution Date the excess of
such amount on deposit in the Yield Supplement Account over the Yield
Supplement Account Required Amount.]
[(c) (i) The Servicer, for the benefit of the
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Principal Funding Account"), which shall be identified as the "Principal
Funding Account for CARCO Auto Loan Master Trust, Series [199_-_]" and
shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series [199_-_] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit therein shall be applied as set forth in Section 4.06(a) [or
4.06(b), as applicable] of this Series Supplement. Funds on deposit in the
Principal Funding Account shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will
be available on or before the close of business on the Business Day next
preceding the Expected Payment Date. Funds deposited in the Principal
Funding Account on a Business Day (which immediately precedes the Expected
Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.]
(d) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Excess
Funding Account"), which shall be identified as the "Excess Funding Account
for CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Series [199_-_] Certificateholders. On the Closing
Date, the Seller shall cause to be deposited in the Excess Funding Account
an amount equal to the excess of the Initial Principal Amount of the Series
[199_-_] Certificates, if any, over the Initial Invested Amount on the
Closing Date, which excess is equal to [ ].
(ii) At the direction of the Servicer, funds on deposit in the
Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Excess Funding Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement.
Funds deposited in the Excess Funding Account on any Distribution Date
shall be invested at the direction of the Servicer in Eligible Investments
that will mature so that such funds will be available on or before the
close of business on the Business Day next preceding the following
Distribution Date. Funds deposited in the Excess Funding Account on a
Business Day (which immediately precedes a Distribution Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight.]
(e) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Interest
Funding Account"), which shall be identified as the "Interest Funding
Account for the CARCO Auto Loan Master Trust Series [199_-_]" and shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series [199_-_] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Interest Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Interest Funding Account shall be applied as set forth in
Section 4.06(a) [or 4.06(b), as applicable,] of this Series Supplement.
Funds deposited in the Interest Funding Account on any Distribution Date
(which are not distributed to Certificateholders pursuant to Section 4.07
on such Distribution Date) shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will
be available on or before the close of business on the Business Day
preceding the next following Distribution Date. Funds deposited in the
Interest Funding Account on a Business Day (which immediately precedes a
Distribution Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.]
(f) (i) The Trustee shall possess all right, title and interest
in and to all funds on deposit from time to time in, and all Eligible
Investments credited to, [the Reserve Fund,] [the Yield Supplement
Account,] [the Principal Funding Account,] [the Excess Funding Account]
[and the Interest Funding Account] (collectively the "Series [199_-_]
Accounts") and in all proceeds thereof. The Series [199_-_] Accounts shall
be under the sole dominion and control of the Trustee for the benefit of
the Certificateholders. If, at any time, any of the Series [199_-_]
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Series [199_-_] Account meeting the conditions
specified in paragraph [(a)(i), (b)(i), (c)(i), (d)(i) or (e)(i)] above, as
applicable, as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Series [199_-_] Account. Neither the
Seller, the Servicer nor any person or entity claiming by, through or under
the Seller, the Servicer or any such person or entity shall have any right,
title or interest in, or any right to withdraw any amount from, any Series
[199_-_] Account, except as expressly provided herein. Schedule 1, which
is hereby incorporated into and made part of this Series Supplement,
identifies each Series [199_-_] Account by setting forth the account number
of each such account, the account designation of each such account and the
name of the institution with which such account has been established. If a
substitute Series [199_-_] Account is established pursuant to this Section,
the Servicer shall provide to the Trustee an amended Schedule 1, setting
forth the relevant information for such substitute Series [199_-_] Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(a) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to instruct
the Trustee to make withdrawals and payments from the Series [199_-_]
Accounts for the purposes of carrying out the Servicer's or Trustee's
duties hereunder.
[(g) Unless otherwise agreed to by the Rating Agencies, at no
time may greater than 10% of the outstanding principal balance of the
Series [199_-_] Certificates be invested in Eligible Investments (other
than obligations of the United States government) of any single entity or
its Affiliates.]
SECTION 4.05. Deficiency Amount. With respect to each
Distribution Date [that occurs on or prior to the Fully Reinvested Date [or
any Distribution Date thereafter during the Revolving Period], on the
related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which (a) the sum of (i) Monthly Interest
for such Distribution Date, (ii) any Monthly Interest previously due but
not [deposited to the Interest Funding Account or] distributed to the
Series [199_-_] Certificateholders on a prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not [deposited to the Interest
Funding Account or] distributed to the Series [199_-_] Certificateholders
on a prior Distribution Date, (iv) the Certificateholders Monthly Servicing
Fee for such Distribution Date, (v) the Investor Default Amount, if any,
for such Distribution Date and (vi) the Series [199_-_] Allocation
Percentage of the amount of any Adjustment Payment required to be deposited
in the Collection Account pursuant to Section 3.09(a) of the Agreement with
respect to the related Collection Period that has not been so deposited as
of such Determination Date, exceeds (b) the sum of [(i)] Investor Non-
Principal Collections for such Distribution Date plus any Investment
Proceeds with respect to such Distribution Date [and (ii) the amount of
funds in the Reserve Fund which are available pursuant to Section 4.08(a)
to cover any portion of the Deficiency Amount.] The lesser of the
Deficiency Amount and the Available Subordinated Amount shall be the
"Required Subordination Draw Amount". [Include other sources of funds and
applications of the Required Subordination Draw Amount, as appropriate.]
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal Collections. The
Servicer shall cause the Trustee to apply, on each Distribution Date,
Investor Non-Principal Collections, Investment Proceeds and Available
Investor Principal Collections [other amounts] to make the following
distributions:
(a) On each Distribution Date [with respect to a Collection
Period that ends prior to the Fully Reinvested Date [and each Collection
Period thereafter during the Revolving Period], an amount equal to the sum
of Investor Non-Principal Collections and any Investment Proceeds with
respect to such Distribution Date [other amounts] will be distributed in
the following priority:
[(i) first, an amount equal to Monthly Interest for such
Distribution Date, plus the amount of any Monthly Interest previously
due but not [deposited to the Interest Funding Account or] distributed
to the Series [199_-_] Certificateholders on a prior Distribution
Date, plus the amount of any Additional Interest for such Distribution
Date and any Additional Interest previously due but not [deposited to
the Interest Funding Account or] distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date shall be [deposited to
the Interest Funding Account] [distributed to the Series [199_-_]
Certificateholders];
(ii) second, an amount equal to the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
[(iii) third, an amount equal to the Reserve Fund Deposit Amount, if
any, for such Distribution Date shall be deposited in the Reserve
Fund;]
(iv) fourth, an amount equal to the Investor Default Amount for
such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
[(v) fifth, an amount equal to the Carry-over Amount (after
giving effect to any withdrawals from the Yield Supplement Account on
such Distribution Date), if any, for such Distribution Date, plus the
amount of any Carry-over Amount previously due but not previously
distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date, plus the amount of any Additional Carry-over Amount
for such Distribution Date and any Additional Carry-over Amount
previously due but not previously distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date shall be distributed
to the Series [199_-_] Certificateholders;]
[(vi) sixth, an amount equal to the Yield Supplement Account
Deposit Amount, if any, for such Distribution Date shall be deposited
in the Yield Supplement Account;] and
[(vii) seventh, describe other applications, if any]; and
(viii) eighth, the balance, if any, shall constitute Excess
Servicing and shall be allocated and distributed as set forth in
Section 4.10.]
[(b) On each Distribution Date with respect to a Collection
Period that ends after the Fully Reinvested Date [other than any such
Collection Period during the Revolving Period], any Investment Proceeds
[describe other funds] with respect to such Distribution Date will be
distributed in the following priority:
(i) first, (x) an amount equal to Monthly, Interest for such
Distribution Date, plus the amount of any Monthly Interest previously
due but not [deposited in the Interest Funding Account or] distributed
to the Series [199_-_] Certificateholders on a prior Distribution
Date, plus the amount of any Additional Interest for such Distribution
Date and any Additional Interest previously due but not [deposited in
the Interest Funding Account or] distributed to Series [199_-_]
Certificateholders on a prior Distribution Date shall be [deposited in
the Interest Funding Account] [distributed to Series [199_-_]
Certificatesholders;
[(ii) second, describe other applications; and]
(iii) third, the balance, if any, shall be distributed to the
Seller.]
(c) On each Distribution Date with respect to the Revolving
Period, an amount equal to Available Investor Principal Collections
deposited in the Collection Account for the related Collection Period shall
be [allocated first to make a deposit to the Excess Funding Account if the
sum of (i) the Invested Amount and (ii) the amount on deposit in the Excess
Funding Account (other than any Investment Proceeds) prior to the
allocation on such Distribution Date is less than the outstanding principal
balance of the Series [199_-_] Certificates and second] treated as Excess
Principal Collections and applied in accordance with Section 4.04 of the
Agreement.
(d) On each Distribution Date with respect to the [Accumulation
Period] [Controlled Amortization Period] or an Early Amortization Period
[or Reinvestment Period], an amount equal to Available Investor Principal
Collections will be distributed in the following priority:
(i) first, an amount equal to Monthly Principal for such
Distribution Date, shall be [deposited by the Servicer or the Trustee
into the Principal Funding Account, in the case of the Accumulation
Period or] [any Reinvestment Period, or] distributed to Series [199_-
_] Certificateholders, in the case of [the Controlled Amortization
Period or] and Early Amortization Period; and
(ii) second, for each Distribution Date with respect to the
[Accumulation Period] [Controlled Amortization Period] unless an Early
Amortization Event [or Reinvestment Event] [that has not been cured as
described herein] has occurred, after giving effect to the
transactions referred to in clause (i) above, an amount equal to the
balance, if any, of such Available Investor Principal Collections
shall be treated as Excess Principal Collections and applied in
accordance with Section 4.04 of the Agreement and Section 4.11 hereof.
SECTION 4.07. Distributions to Series [199_-_]
Certificateholders. (a) The Servicer shall cause the Trustee to make the
following distributions at the following times from the Collection Account,
[the Reserve Fund,] [the Principal Funding Account] [the Interest Funding
Account,] [other] and [the Excess Funding Account]:
(i) on each [Distribution Date] [Interest Payment Date and
Special Payment Date], all amounts on deposit in the Collection
Account, [the Reserve Fund,] [the Interest Funding Account,] [other]
that are payable to the Series [199_-_] Certificateholders with
respect to accrued interest will be distributed to the Series [199_-_]
Certificateholders;
[(ii) on each Distribution Date with respect to the Controlled
Amortization Period, all amounts on deposit in the Collection Account
[and the Excess to the Series [199_-_] Certificateholders with respect
to principal will be distributed to the Series [199_-_]
Certificateholders;] and
(iii) on each Special Payment Date and on the Expected Payment
Date, all amounts on deposit in the Principal Funding Account [and the
Excess Funding Account] [other], up to a maximum amount on any such
day equal to the excess of the outstanding principal balance of the
Series [199_-_] Certificates over the unreimbursed Investor Charge-
Offs, shall be distributed to the Series [199_-_] Certificateholders.
[(b) On each Distribution Date on which there is any Carry-over
Amount or Additional Carry-over Amount, the Servicer shall instruct the
Trustee to distribute to the Certificateholders the amounts payable with
respect thereto pursuant to Section 4.04(b)(iii) and Section 4.06(a).]
(c) The distributions to be made pursuant to this Section are
subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the
Agreement and Sections 9.01 and 9.02 of this Series Supplement.
SECTION 4.08. Application of [Reserve Fund and] Available
Subordinated Amount. [(a) If the portion of Investor Non-Principal
Collections and Investment Proceeds allocated to Series [199_-_]
Certificateholders on any Distribution Date pursuant to Section 4.06(a) [or
4.06(b)] is not sufficient to make the entire distributions required on
such Distribution Date by Sections 4.06(a)[(i), (ii) and (iv)], [or
4.06(b)(i), respectively], the Servicer shall cause the Trustee to withdraw
funds from the Reserve Fund to the extent available therein, and apply such
funds to complete the distributions pursuant to Section 4.06[(a)(i), (ii)
and (iv)] [or 4.06(b)(i), as the case may be]; provided, however, that
during any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause [ ] of the definition
thereof) [or Reinvestment Period (other than a Reinvestment Period that has
ended as described in clause [ ] of the definition thereof) funds shall
not be withdrawn from the Reserve Fund to make distributions otherwise
required by Section 4.06(a)(iv) to the extent that, after giving effect to
such withdrawal, the amount on deposit in the Reserve Fund shall be less
than $1,000,000.]
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, the Servicer shall apply or cause the Trustee to apply
the Available Seller's Collections on deposit in the Collection Account on
such Distribution Date, but only up to the amount of the Required
Subordination Draw Amount, to make the distributions required by Sections
4.06[(a)(i), (ii) and (iv)] [that have not been made through the
application of funds from the Reserve Fund in accordance with the preceding
paragraph]. Any such Available Seller's Collections remaining after the
application thereof pursuant to the preceding sentence shall be treated as
a portion of Investor Principal Collections for such Distribution Date, but
only up to the amount of unpaid Adjustment Payments allocated to Series
[199_-_] as described in Section 4.05(a)(vi). The amount of the Available
Seller's Collections applied in accordance with the two preceding sentences
shall reduce the Available Subordinated Amount in all other cases as
described in clause (A) of the definition thereof. If the Required
Subordination Draw Amount exceeds Available Seller's Collections for such
Distribution Date, the Available Subordinated Amount shall be further
reduced by the amount of such excess, but not by more than the sum of (x)
the Investor Default Amount and (y) the amount of unpaid Adjustment
Payments allocated to Series [199_-_] as described in Section 4.05 (a)(vi).
[(c) If, after giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund made pursuant to
Sections 4.01(c), 4.04, 4.06(a), 4.08(a) and 4.08(d), (i) the amount in the
Reserve Fund is greater than the Reserve Fund Required Amount (or, for any
Distribution Date with respect to an Early Amortization Period [or
Reinvestment Period], the Excess Reserve Fund Required Amount) for such
Distribution Date, the Servicer shall cause the Trustee to distribute such
excess amount to the Seller, subject to the proviso contained in paragraph
(e) or (ii) the amount in the Reserve Fund is less than such Reserve Fund
Required Amount, then the Trustee shall deposit any remaining Available
Seller's Collections on deposit in the Collection Account for such
Distribution Date after giving effect to Section 4.09(b) into the Reserve
Fund until the amount in the Reserve Fund is equal to such Reserve Fund
Required Amount. On the Termination Date, any funds in the Reserve Fund
will be treated as Available Investor Principal Collections. Upon payment
in full of the outstanding principal balance of the Series [199_-_]
Certificates, any funds remaining on deposit in the Reserve Fund shall be
paid to the Seller.]
[(d) If, for any Distribution Date with respect to an Early
Amortization Period [or a Reinvestment Period], after giving effect to the
allocations of, distributions from, and deposits in, the Reserve Fund made
pursuant to Sections 4.01(c), 4.04, 4.06(a) and 4.08(a), the amount in the
Reserve Fund is less than the Excess Reserve Fund Required Amount for such
Distribution Date, the Trustee shall deposit any remaining Available
Seller's Collections on deposit in the Collection Account for such
Distribution Date into the Reserve Fund until the amount in the Reserve
Fund is equal to such Excess Reserve Fund Required Amount.]
(e) The balance of Available Seller's Collections on any
Distribution Date, after giving effect to any distributions thereof
pursuant to Section [4.08(a), (b), (c) or (d),] shall be distributed to the
Seller on such Distribution Date[; provided that, in the case of any
remaining Available Seller's Principal Collections, if the Trust Available
Subordinated Amount for the immediately preceding Determination Date
exceeds the Seller's Participation Amount on such date (determined after
giving effect to any Principal Receivables transferred to the Trust on such
Distribution Date), Section 4.08(c) hereof shall not apply and the amount
of such excess shall be deposited into the Reserve Fund, with any remaining
Available Seller's Principal Collections paid to the Seller.]
SECTION 4.09. Investor Charge-Offs. If, on any Distribution
Date on which the Available Subordinated Amount on the preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date) is zero and
the Deficiency Amount for such Distribution Date is greater than zero, the
Invested Amount shall be reduced by the amount of the excess of such
Deficiency Amount over any remaining Available Subordinated Amount on such
Determination Date, but not by more than the Investor Default Amount.
Investor Charge-Offs shall thereafter be reimbursed and the Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed
Investor Charge-Offs on any Distribution Date) by the sum of (a) Allocable
Miscellaneous Payments with respect to such Distribution Date and (b) the
amount of Excess Servicing allocated and available for that purpose
pursuant to Section 4.10(a).
SECTION 4.10. Excess Servicing. The Servicer shall cause the
Trustee to apply, on each Distribution Date [with respect to Collection
Period that ends prior to the Fully Reinvested Date] [or any such
Collection Period thereafter during the Revolving Period], Excess Servicing
with respect to the Collection Period immediately preceding such
Distribution Date, to make the following distributions in the following
priority:
(a) an amount equal to the aggregate amount of Investor Charge-
Offs which have not been previously reimbursed as provided in
Section 4.09 (after giving effect to the allocation on such
Distribution Date of any amount for that purpose pursuant to
Section 4.09) shall be treated as a portion of Available Investor
Principal Collections with respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of the
Certificateholders Monthly Servicing Fee which have been previously
waived pursuant to Section 3.01 shall be distributed to the Servicer;
and
[(c) describe other applications;] and
(d) the balance, if any, shall be distributed to the Seller.
SECTION 4.11. Excess Principal Collections.
(a) That portion of Excess Principal Collections for any Distribution Date
equal to the amount of Series [19_-_] Excess Principal Collections for such
Distribution Date will be allocated to Series [199_-_] and will be
distributed as set forth in this Series Supplement.
(b) Series [199_-_] Excess Principal Collections, with respect
to any Distribution Date, shall mean an amount equal to the Series [199_-_]
Principal Shortfall for such Distribution Date; provided, however, that, if
the aggregate amount of Excess Principal Collections for all Series for
such Distribution Date is less than the aggregate amount of Principal
Shortfalls for all Series for such Distribution Date, then Series [199_-_]
Excess Principal Collections for such Distribution Date shall equal the
product of (x) Excess Principal Collections for all Series for such
Distribution Date and [(y) a fraction, the numerator of which is the Series
[199_-_] Principal Shortfall for such Distribution Date and the denominator
of which is the aggregate amount of Principal Shortfalls for all Series for
such Distribution Date] [describe other non-pro rata formula, if
applicable]. The Series [199_-_] Principal Shortfall, with respect to any
Distribution Date, shall equal the excess of (i) (x) [for any Distribution
Date with respect to the Accumulation Period, the Controlled Deposit Amount
[other] [for any Distribution Date with respect to the Controlled
Amortization Period, the Controlled Distribution Amount] [other], or
(y) for any Distribution Date with respect to an Early Amortization Period
[or Reinvestment Period], the [Invested Amount] [other], over
(ii) Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Excess Principal
Collections).
[SECTION 4.12. Excess Funding Account. (a) Any funds on
deposit in the Excess Funding Account on [the earlier of] [the [ ]
Distribution Date] [the Principal Commencement Date] will be deposited in
the Principal Funding Account on such date. In addition, on each
Distribution Date with respect to the Controlled Amortization Period an
amount equal to the quotient obtained by dividing the amount on deposit in
the Excess Funding Account as of the [ ] Distribution Date (after giving
effect to any withdrawals from or deposits to such account on such date) by
[ ] will be distributed to Series [199_-_] certificateholders on
such date in respect of principal of the Series [199_-_] Certificates.] In
addition, no funds will be deposited in the Excess Funding Account during
any Early Amortization Period [or Reinvestment Period] or with respect to
any Collection Period following the [ Collection Period] [the
Accumulation Period Commencement Date].
(b) On each Determination Date during the Revolving Period, the
Seller shall determine whether the sum of the Invested Amount and the
amount on deposit in the Excess Funding Account (other than any Investment
Proceeds) is greater than the outstanding principal balance of the Series
[199_-_] Certificates. If on any such Determination Date such sum is
greater than the outstanding principal balance of the Series [199_-_]
Certificates and thus there are sufficient Principal Receivables in the
Trust to permit an increase in the Invested Amount without causing an Early
Amortization Event to occur with respect to any outstanding Series, the
Seller shall notify the Trustee of the amount of the increase in the
Invested Amount. Subject to the provisions set forth below in this
Section 4.12(b) and to Sections 4.12(c) and (d) below, upon receipt of such
notice the Invested Amount shall be increased by the amount specified, and
the Servicer shall instruct the Trustee to withdraw from the Excess Funding
Account and pay to the Seller or allocate to one or more other Series, on
the immediately succeeding Distribution Date, an amount equal to the amount
of such increase in the Invested Amount. Such payment shall be in payment
or partial payment pursuant to the Receivables Purchase Agreement for
additional Principal Receivables transferred to the Trust or allocated to
Series [199_-_]. To the extent that the Invested Amount is increased by
any payment to the Seller or any allocation to one or more other Series,
the Seller's Interest or such other Series' invested amount, as applicable,
shall be reduced by the amount of such payment. In addition, any increase
in the Invested Amount is subject to the condition that after giving effect
to such increase (i) the Pool Balance equals or exceeds (ii) the sum of (A)
the Required Participation Amount, (B) the sum of the Required Subordinated
Amount and the sum of the required subordinated amounts for all other
Series (or, if such other series shall have no required subordinated
amount, the available subordinated amount with respect to such Series) and
(C) the sum of any subordinated amounts supporting any Enhancement for all
other Series. In connection with the foregoing, the Seller shall endeavor
(taking into account any seasonality experienced in the Accounts in the
Trust) to minimize the amounts on deposit, from time to time, in the Excess
Funding Account.
(c) In the event that other Series issued by the Trust provide
for excess funding accounts or other arrangements similar to the Excess
Funding Account involving fluctuating levels of investments in Principal
Receivables, (i) the allocation of additional Principal Receivables to
increase the Invested Amount and the invested amounts of such other Series
(and the related withdrawals from the Excess Funding Account and the other
excess funding or similar accounts) will be based on the proportion that
the amount on deposit in the Excess Funding Account bears to amounts on
deposit in the excess funding accounts of all Series providing for excess
funding accounts or such similar arrangements or to amounts otherwise
similarly available and (ii) the deposit of amounts into the Excess Funding
Account and the excess funding accounts of such other Series will be pro
rata based on the proportion that the Adjusted Invested Amount bears to the
adjusted invested amounts of all Series providing for excess funding
accounts or such similar arrangements.
(d) In the event that any other Series is in an amortization,
early amortization or accumulation period the amounts of any withdrawals
from the Excess Funding Account shall be applied first to satisfy in full
any then applicable funding or payment requirements of such Series and
second to make a payment to the Seller. In the event that more than one
other Series is in an amortization, early amortization or accumulation
period, the amounts of any withdrawals from the Excess Funding Account
shall be allocated (and, if necessary, reallocated) among such Series as
specified in the related Series Supplement to meet the funding or payment
requirements of each such Series first to satisfy in full all then
applicable funding or payment requirements of each such Series and second
to make a payment to the Seller.]
SECTION 4.13 Accumulation Period Length; Accumulation Period
Commencement Date. [On the [ ] Distribution Date the Servicer shall
determine the Accumulation Period Length and the Accumulation Period
Commencement Date and, promptly following such determination, the Servicer
shall notify the Trustee in writing of such determination. In connection
therewith, the Seller hereby agrees not to cause the Trust to issue any new
Series during the period from the date hereof until the date that the
Series [199_-_] Certificates shall have been paid in full, if such issuance
would have an adverse effect on the results obtained by application of the
formula used to compute the Accumulation Period Length. [Add Citi
alternative].
[SECTION 4.14. Enhancement. [To be provided.]
ARTICLE V
Distributions and Reports
to Series [199_-_] Certificateholders
SECTION 5.01. Distributions. (a) On each Distribution Date,
the Trustee shall distribute to each Series [199_-_] Certificateholder of
record on the preceding Record Date (other than as provided in
Section 12.02 of the Agreement respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interests represented by the Series [199_-_] Certificates held by
such Certificateholder) of the amounts on deposit in the Series [199_-_]
Accounts as is payable to the Series [199_-_] Certificateholders on such
Distribution Date pursuant to Section 4.07.
(b) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series [199_-_]
Certificateholders hereunder shall be made by check mailed to each Series
[199_-_] Certificateholder at such Certificateholder's address appearing in
the Certificate Register without presentation or surrender of any Series
[199_-_] Certificate or the making of any notation thereon; provided,
however, that, with respect to Series [199_-_] Certificates registered in
the name of a Depository, such distributions shall be made to such
Depository in immediately available funds.
SECTION 5.02. Reports and Statements to Series [199_-_]
Certificateholders. (a) At least two Business Days prior to each
Distribution Date, the Servicer will provide to the Trustee, and on each
Distribution Date, the Trustee shall forward to each Series [199_-_]
Certificateholder, a statement substantially in the form of Exhibit B
prepared by the Servicer setting forth certain information relating to the
Trust and the Series [199_-_] Certificates.
(b) A copy of each statement provided pursuant to paragraph (a)
will be made available for inspection at the Corporate Trust Office.
(c) On or before January 31 of each calendar year, beginning
with calendar year 199[], the Trustee shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year
was a Series [199_-_] Certificateholder (or Certificate Owner), a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series [199_-_] Certificateholders as set
forth in paragraph (a) above, aggregated for such calendar year or the
applicable portion thereof during which such Person (or any related
Certificate Owner) was a Series [199_-_] Certificateholder (or Certificate
Owner), together with other information as is required to be provided by an
issuer of indebtedness under the Internal Revenue Code and such other
customary information as is necessary to enable the Series [199_-_]
Certificateholders (or Certificate Owners) to prepare their tax returns.
Such obligation of the Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by
the Trustee pursuant to any requirements of the Internal Revenue Code as
from time to time in effect.
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. The occurrence of
any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Series
[199_-_] Certificateholders, be deemed to be an Early Amortization Event
solely with respect to Series [199_-_]:
[(a) the Trust shall file a petition commencing a voluntary case
under any chapter of the Federal bankruptcy laws; or the Trust shall
file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar
applicable Federal law, or shall consent to the filing of any such
petition, answer, or consent; or the Trust shall appoint, or consent
to the appointment of, a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property; or the
Trust shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they
become due;
(b) any order for relief against the Trust shall have been
entered by a court having jurisdiction in the premises under any
chapter of the Federal bankruptcy laws, and such order shall have
continued undischarged or unstayed for a period of 60 days; or a
decree or order by a court having jurisdiction in the premises shall
have been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of the Trust
under any other similar applicable Federal law, and such decree or
order shall have continued undischarged or unstayed for a period of
120 days; or a decree or order of a court having jurisdiction in the
premises for the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Trust or of any substantial part of
its property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree or order shall have remained
in force undischarged or unstayed for a period of 120 days;
(c) the outstanding principal amount of the Series [199_-_]
Certificates is not repaid by the Expected Payment Date.
(d) on any Determination Date, the average of the Monthly Payment
Rates for the two preceding Collection Periods is less than [ ]%;
(e) on any Determination Date, the Available Subordinated Amount
for the next Distribution Date will be less than the Required
Subordinated Amount on such Determination Date, after giving effect to
the distributions to be made on the next Distribution Date;
(f) any Service Default with respect to Series
[199_-_] occurs;
(g) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal
Receivables relating to Used Vehicles exceeds [ ]% of the Pool
Balance on such last day;
(h) on any Determination Date, the quotient obtained by dividing
(i) the sum of (x) the amount on deposit in the Yield Supplement
Account on the next Distribution Date, after giving effect to the
distributions to be made on such Distribution Date, and (y) the amount
on deposit in the Yield Supplement Account on the immediately
preceding Distribution Date, after giving effect to the distributions
made on such Distribution Date, by (ii) the sum of (A) the outstanding
principal balance of the Series [199_-_] Certificates on the next
Distribution Date, after giving effect to all distributions and
payments to be made on such Distribution Date and (B) the outstanding
principal balance of the Series [199_-_] Certificates on the
immediately preceding Distribution Date, after giving effect to all
distributions and payments made on such Distribution Date, is less
than [ ];
(i) any Carry-over Amount or Additional Carry-over Amount is
outstanding on six consecutive Distribution Dates;
(j) the outstanding principal amount of the Series 199_-_
Certificates is not repaid by the Expected Payment Date; and
(k) [other].
ARTICLE VII
Reinvestment Events
SECTION 7.01. Reinvestment Events. If any one of the following
events shall occur:
(a) a failure by the Seller to convey Receivables in Additional
Accounts to the Trust within five Business Days after the day on which it
is required to convey such Receivables pursuant to the Agreement;
(b) the Servicer (or CCC, if it is not the Servicer) shall file a
petition commencing a voluntary case under any chapter of the Federal
bankruptcy laws; or the Servicer (or CCC, as aforesaid) shall file a
petition or answer or consent seeking reorganization, arrangement,
adjustment, or composition under any other similar applicable Federal law,
or shall consent to the filing of any such petition, answer, or consent; or
the Servicer (or CCC, as aforesaid) shall appoint, or consent to the
appointment of, a custodian, receiver, liquidator, trustee, assignee,
sequestrator or other similar official in bankruptcy or insolvency of it or
of any substantial part of its property; or the Servicer (or CCC, as
aforesaid) shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become
due;
(c) any order for relief against the Servicer (or CCC, if it is
not the Servicer) shall have been entered by a court having jurisdiction in
the premises under any chapter of the Federal bankruptcy laws, and such
order shall have continued undischarged or unstayed for a period of
60 days; or a decree or order by a court having jurisdiction in the
premises shall have been entered approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of the
Servicer (or CCC, as aforesaid) under any other similar applicable Federal
law, and such decree or order shall have continued undischarged or unstayed
for a period of 120 days; or a decree or order of a court having
jurisdiction in the premises for the appointment of a custodian, receiver,
liquidator, trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Servicer (or CCC, as aforesaid) or of any
substantial part of its property, or for the winding up or liquidation of
its affairs, shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120 days;
(d) CFC or Chrysler shall file a petition commencing a voluntary
case under any chapter of the Federal bankruptcy laws; or CFC or Chrysler
shall file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar applicable
Federal law, or shall consent to the filing of any such petition, answer,
or consent; or CFC or Chrysler shall appoint, or consent to the appointment
of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or
other similar official in bankruptcy or insolvency of it or of any
substantial part of its property; or CFC or Chrysler shall make an
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due;
(e) any order for relief against CFC or Chrysler shall have been
entered by a court having jurisdiction in the premises under any chapter of
the Federal bankruptcy laws, and such order shall have continued
undischarged or unstayed for a period of 60 days; or a decree or order by a
court having jurisdiction in the premises shall have been entered approving
as properly filed a petition seeking reorganization, arrangement,
adjustment, or composition of CFC or Chrysler under any other similar
applicable Federal law, and such decree or order shall have continued
undischarged or unstayed for a period of 120 days; or a decree or order of
a court having jurisdiction in the premises for the appointment of a
custodian, receiver, liquidator, trustee, assignee, sequestrator, or other
similar official in bankruptcy or insolvency of CFC or Chrysler or of any
substantial part of its property, or for the winding up or liquidation of
its affairs, shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120 days;
(f) failure on the part of the Seller, the Servicer or CCC, as
applicable, (i) to make any payment or deposit (including any Transfer
Deposit Amount or Adjustment Payment) required by the terms of the
Agreement or the Receivables Purchase Agreement on or before the date
occurring two Business Days after the date such payment or deposit is
required to be made therein, or (ii) with respect to any Series, to deliver
a Distribution Date Statement within five Business Days of the day such
item is due to be delivered under the Agreement, or (iii) duly to observe
or perform in any material respect the covenant of the Seller set forth in
Section 2.06(a) of the Agreement or (iv) duly to observe or perform in any
material respect any other covenants or agreements of the Seller or the
Servicer, as the case may be, set forth in the Agreement or the Receivables
Purchase Agreement, which failure in the case of this clause (iv) continues
unremedied for a period of 45 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to the Seller by the Trustee or any Enhancement Provider;
(g) any representation or warranty made by CCC in the Receivables
Purchase Agreement or the Seller in the Agreement or any information
contained in a computer file or microfiche or written list required to be
delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the
Agreement, (i) shall prove to have been incorrect in any material respect
when made or when delivered, and shall continue to be incorrect in any
material respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Seller by the Trustee and (ii) as a result of such
incorrectness the interests of the Holders of the Investor Certificates are
materially and adversely affected; provided, however, that a Reinvestment
Event shall not be deemed to have occurred under this paragraph if the
Seller has repurchased the related Receivable or all such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(h) on any Determination Date, the average of the Monthly Payment
Rates for the two preceding Collection Periods is less than 20%;
(i) on any Determination Date, the Available Subordinated Amount
for the next Distribution Date will be less than the Required Subordinated
Amount on such Determination Date, after giving effect to the distributions
to be made on the next Distribution Date;
(j) any Service Default with respect to Series [199_-_] occurs;
(k) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal Receivables
relating to Used Vehicles exceeds [ ]% of the Pool Balance on such last
day;
(l) on any Determination Date, the quotient obtained by dividing
(i) the sum of (x) the amount on deposit in the Yield Supplement Account on
the next Distribution Date, after giving effect to the distributions to be
made on such Distribution Date, and (y) the amount on deposit in the Yield
Supplement Account on the immediately preceding Distribution Date, after
giving effect to the distributions made on such Distribution Date, by
(ii) the sum of (A) the outstanding principal balance of the
Series [199_-_] Certificates on the next Distribution Date, after giving
effect to all distributions and payments to be made on such Distribution
Date, and (B) the outstanding principal balance of the Series [199_-_]
Certificates on the immediately preceding Distribution Date, after giving
effect to all distributions and payments made on such Distribution Date, is
less than [ ]%;
(m) interest at the Certificate Rate is not paid on the
Series [199_-_] Certificates on any [Distribution Date] [Interest Payment
Date];
(n) the delivery by the Seller to the Trustee of a notice,
stating that the Seller will no longer continue to sell Receivables to the
Trust on [ ] or any yearly anniversary thereof; provided that the Seller
shall have delivered to the Trustee an Opinion of Counsel to the effect
that, following the suspension of the sale of Receivables, the Trust shall
not become an "investment company" within the meaning of the Investment
Company Act;
(o) any Carry-over Amount or Additional Carry-over Amount is
outstanding on six consecutive Distribution Dates; or
(p) [other];
then, subject to applicable law, and after the applicable grace period, if
any, a reinvestment event (a "Reinvestment Event") shall occur without any
notice or other action on the part of the Trustee, any Agent, the
Series [199_-_] Certificateholders or any other Beneficiary, immediately
upon the occurrence of such event.] 1/ <F1>
<F1>
1/ Delete or modify as appropriate.
[ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase. (a) On any Distribution
Date occurring after the date on which the Invested Amount is reduced to $[
] or less, the Seller shall have the option, subject to the condition
set forth in paragraph (c) to purchase the entire Series [199_-_]
Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Seller shall give the Servicer and the Trustee at least
10 days' prior written notice of the Distribution Date on which the Seller
intends to exercise such purchase option. Not later than 12:00 noon, New
York City time, on such Distribution Date the Seller shall deposit the
Reassignment Amount into the Collection Account in immediately available
funds. Such purchase option is subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be distributed as set
forth in Section 9.01(b).
(c) If at the time the Seller exercises its purchase option
hereunder the Seller's long-term unsecured debt has a rating lower than Baa
by Moody's, the Seller shall deliver to the Trustee on such Distribution
Date an Opinion of Counsel (which must be an independent outside counsel)
to the effect that, in reliance on certain certificates to the effect that
the Series [199_-_] Certificateholders' Interest purchased by the Seller
constitutes fair value for the consideration paid therefor and as to the
solvency of the Seller, the purchase of the Series [199_-_]
Certificateholders' Interest would not be considered a fraudulent
conveyance under applicable law.]
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions Pursuant to [Section 8.01 of
this Series Supplement or] Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the Seller to the Collection Account with
respect to Series [199_-_] in connection with a purchase of the
Certificateholders' Interest pursuant to Section 2.03 of the Agreement
shall equal the Reassignment Amount for the Distribution Date on which such
repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section [8.01 or] 9.01 of this Series
Supplement or Section 2.03 of the Agreement or any Termination Proceeds
deposited into the Collection Account pursuant to Section 12.02(c) of the
Agreement, the Trustee shall, not later than 12:00 noon, New York City
time, on the Distribution Date on which such amounts are deposited (or, if
such date is not a Distribution Date, on the immediately following
Distribution Date) (in the priority set forth below): (i) first,
(x) deposit the Invested Amount on such date [into the Principal Funding
Account] and (y) deposit the amount of accrued and unpaid interest on the
unpaid balance of the Series [199_-_] Certificates, plus the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest, Carry-over Amount, Additional Carry-over Amount or Asset
Composition Premium previously due but not paid to Series [199_-_]
Certificateholders on any prior Distribution Date, up to the Reassignment
Amount for Series [199_-_] and (ii) second, pay the remainder of any
Termination Proceeds to the Seller. [Describe other applications, if any.]
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited [in the Principal
Funding Account] pursuant to Section [8.01 or] 9.01 and all other amounts
on deposit therein shall be distributed in full to the Series [199_-_]
Certificateholders on such date and any distribution made pursuant to
paragraph (b) above shall be deemed to be a final distribution pursuant to
Section 12.02 of the Agreement with respect to Series [199_-_].
SECTION 9.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into
the Collection Account pursuant to Section 9.02(b) of the Agreement, the
Trustee shall first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an
amount equal to the Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and deposit such amount in [the Principal Funding Account];
provided that the amount of such deposit shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and (y) 100% minus the Excess Seller's Percentage with respect
to the related Collection Period. The remainder of the portion of the
Insolvency Proceeds allocated to Allocable Principal Collections shall be
allocated to the Seller's Interest and shall be released to the Seller on
such Distribution Date. [Describe other applications, if any.]
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving
effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the sum of (i) Monthly
Interest for such Distribution Date, (ii) any Monthly Interest previously
due but not [deposited to the Interest Funding Account or] distributed on a
prior Distribution Date, (iii) the amount of Additional Interest, if any,
for such Distribution Date and any Additional Interest previously due but
not [deposited to the Interest Funding Account or] distributed on a prior
Distribution Date, [(iv) any Carry-over Amount for such Distribution Date
and any Carry-over Amount previously due but not distributed to the Series
[199_-_] Certificateholders on a prior Distribution Date and (v) the amount
of any Additional Carry-over Amount for such Distribution Date and any
Additional Carry-over Amount previously due but not distributed to the
Series [199_-_] Certificateholders on a prior Distribution Date,] from the
portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections and deposit such amount in the Collection Account with such
funds designated by the Trustee as being held for the benefit of the Series
[199_-_] Certificateholders; provided that the amount of such distribution
shall not exceed (x) the product of (A) the portion of the Insolvency
Proceeds allocated to Allocable Non-Principal Collections and (B) 100%
minus the Excess Seller's Percentage. The remainder of the portion of the
Insolvency Proceeds allocated to Allocable Non-Principal Collections shall
be allocated to the Seller's Interest and shall be released to the Seller
on such Distribution Date. [Describe other applications, if any.]
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Principal
Funding Account and the Collection Account pursuant to this Section and all
other amounts on deposit therein shall be distributed in full to the Series
[199_-_] Certificateholders on the Distribution Date on which funds are
deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and any
distribution made pursuant to this Section shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement with respect to
Series [199_-_].
ARTICLE X
Other Series Provisions
SECTION 10.01. Certain Permitted Actions; Amendments to the
Agreement; Additional Covenants. (a) Notwithstanding anything to the
contrary in the Agreement, funds on deposit in the Collection Account may
be invested in any Eligible Investments (as that term is defined in this
Series Supplement).
(b) Notwithstanding anything to the contrary in the Agreement,
including Section 2.07(c) thereof, the Seller shall not be required to make
any deposit to the Collection Account in respect of the Repurchased
Receivables Price of any receivables repurchased by the Seller from the
Trust pursuant to such Section.
(c) Notwithstanding anything to the contrary in the Agreement,
including Section 4.03(b) thereof, but subject to the other limitations set
forth therein, CCC need not deposit collections with respect to any
Collection Period in the Collection Account until [ ], a.m., New York
City time, on the related Distribution Date.
(d) Each Holder of a Series [199_-_] Certificate, by such
Holder's acceptance thereof, will be deemed to have consented to an
amendment to the Agreement that incorporates the provisions of
Sections 10.01(a), 10.01(b) and 10.01(c), it being understood that no such
amendment shall be effective unless and until each Series of Investor
Certificates issued prior to [ ], 199[ ], shall no longer be
outstanding or shall have consented to such amendment in accordance with
the Agreement.
(e) Except for the conveyance hereunder to the Trustee, the
Seller will not sell, pledge, assign or transfer to any other Person any
rights it might have to funds on deposit in [the Reserve Fund,] [the
Principal Funding Account,] [the Excess Funding Account,] [the Yield
Supplement Account,] [other,] or Investment Proceeds with respect thereto.
[SECTION 10.02. Effect of Fully Reinvested Date; Conveyance of
Receivables. (a) Notwithstanding anything to the contrary in the
Agreement, upon the occurrence of the Fully Reinvested Date, after giving
effect to all allocations, distributions, withdrawals and deposits to be
made on such date, the following provisions of the Agreement shall no
longer apply to the Seller or the Servicer, as applicable, the Series
[199_-_] Certificates or the Series [199_-_] Certificateholders[, unless,
in each case, the Revolving Period shall have recommenced]:
(i) Section 2.01 (except to the extent it relates to amounts
received with respect to the Receivables and the Collateral Security
and proceeds (including "proceeds" as defined in Section 9-306 of the
UCC as in effect in the State of Michigan and Recoveries) thereof on
deposit in the Series [199_-_] Accounts on the Fully Reinvested Date,
after giving effect to all such allocations, distributions,
withdrawals and deposits);
(ii) Section 2.03(i) and Section 2.03(j) (except to the extent
it relates to amounts received with respect to the Receivables and the
Collateral Security and proceeds (including "proceeds" as defined in
Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof on deposit in the Series [199_-_] Accounts on the
Fully Reinvested Date, after giving effect to all such allocations,
distributions, withdrawals and deposits) and all obligations and
remedies in Section 2.03 relating to a breach of the representations
contained in those Sections other than to the extent provided above);
(iii) Section 2.04;
(iv) Section 2.05; provided, that the Seller may from time to
time at its sole discretion, voluntarily designate additional Accounts
(including Partial Accounts) to be included as Accounts and transfer
to the Trust the Receivables (and the related Collateral Security) of
such Additional Accounts;
(v) Sections 2.06(a),(b),(c) and (d);
(vi) Section 2.07; provided, that the Seller may from time to
time at its sole discretion remove Accounts from the Trust;
(vii) Section 2.08;
(viii) Section 2.09;
(ix) the first sentence of Section 3.01(a), Section 3.01(b) and
Section 3.01(d);
(x) Section 3.03(a)(vii), Section 3.03 (viii), Section 3.03
(ix), Section 3.03(x) and Section 3.03(xi) and all obligations and
remedies contained in Sections 3.03(a) and 3.03(b) relating to a
breach of the representations contained in those Sections;
(xi) Section 3.06;
(xii) Section 3.07;
(xiii) Section 3.09;
(xiv) Section 4.03;
(xv) Section 4.04;
(xvi) Section 6.03(b) (except for the first, second and last
sentences thereof) and the last two sentences of Section 6.03(c) and
the conditions set forth in Section 6.03(c) to the exchange of CARCO
Certificate;
(xvii) Section 8.06;
(xviii) Section 8.08;
(xix) Section 11.01(e); and
[(xx) [Sections 13.02(a),(b) and (c) and] clauses (ii) and (iii)
of Section 13.02(d).
(b) Upon the later to occur of (i) the Fully Reinvested Date and
the making of all allocations, distributions, withdrawals and deposits to
be made on such date and (ii) the date on which each other Series is either
no longer outstanding or the fully reinvested date has occurred with
respect thereto, the Trustee shall sell, assign and convey to the Seller or
its designee, without recourse, representation or warranty, all right,
title and interest of the Trust in the Receivables, whether then existing
or thereafter created, all Collateral Security with respect thereto, all
monies due or to become due and all amounts received with respect thereto
and all proceeds thereof except for amounts on deposit in the Collection
Account that are allocable to Investor Certificates and amounts on deposit
in any Series Account. The Trustee shall execute and deliver such
instruments of transfer and assignment, in each case without recourse, as
shall be reasonably requested by the Seller to vest in the Seller or its
designee all right, title and interest which the Trust had in all such
property.]
[SECTION 10.03. Tax Treatment. The Seller has entered into the
Agreement and this Series Supplement and the Series [199_-_] Certificates
have been issued with the intention that the Series [199_-_] Certificates
will quality under applicable tax law as indebtedness of the Seller secured
by the Trust assets attributable to the Series [199_-_] Certificates. The
Seller, each Beneficiary and each Series [199_-_] Certificateholder and
Certificate Owner, by the acceptance of its Series [199_-_] Certificate or
Book-Entry Certificate, as applicable, agrees to treat the Series [199_-_]
Certificates as indebtedness of the Seller secured by the Trust assets
attributable to the Series [199_-_] Certificates, for Federal income taxes,
state and local income and franchise taxes, Michigan Single Business tax
and any other taxes imposed on or measured by income in whole or in part.
ARTICLE XI
Miscellaneous Provisions
SECTION 11.01. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement
shall be read, taken and construed as one and the same instrument.
SECTION 11.02. Counterparts. This Series Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts) each of which shall be an original, but all of which together
shall constitute one and the same instrument.
[SECTION 11.03 Dealer Concentrations. So long as this Series
[199_-_] shall be outstanding, on the last day of each Collection Period,
the Servicer shall determine if the aggregate amount of Principal
Receivables due from any Dealer or group of affiliated Dealers on such date
is greater than [ ]% of the Pool Balance on such date. The Servicer
shall promptly provide the Trustee a report setting forth the basis for
such determination. The Trustee upon request from any Rating Agency will
make such report available to such Rating Agency.]
SECTION 11.04. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective
officers as of the day and year first above written.
U.S. AUTO RECEIVABLES COMPANY,
Seller,
by
--------------------------------
CHRYSLER CREDIT CORPORATION,
Servicer,
by
--------------------------------
MANUFACTURERS AND TRADERS
TRUST COMPANY, Trustee,
by
--------------------------------
EXHIBIT A
FORM OF FACE OF CERTIFICATE
Initial
REGISTERED Invested Amount: 1/<F1>
$
-------------------
Certificate No. R-[ ]
CUSIP NO.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
CARCO AUTO LOAN MASTER TRUST
[FLOATING RATE] [ %] AUTO LOAN
ASSET BACKED CERTIFICATES, SERIES [199_-_]
evidencing a fractional undivided interest in certain
assets of the
CARCO AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in
the ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Chrysler Credit Corporation meeting
certain eligibility criteria. This certificate (a "Certificate") does not
represent an interest in, or obligation of, U.S. Auto Receivables Company
(the "Seller" or "USA"), Chrysler Credit Corporation or any affiliate
thereof.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be
duly executed.
U.S. AUTO RECEIVABLES COMPANY,
by
---------------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling
and Servicing Agreement.
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee,
by
---------------------------------
Authorized Officer
<F1>
1/ Denominations of $[1,000] [other] and integral multiples of $[1,000]
[other] in excess thereof.
FORM OF THE REVERSE OF CERTIFICATE
This certifies that Cede & Co. (the "Series [199_-_]
Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the CARCO AUTO LOAN MASTER TRUST (the
"Trust") created pursuant to a Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company (the "Seller") on August 8, 1991 (as assigned and as
amended and supplemented from time to time, the "P&S"), as supplemented by
the Series [199_-_] Supplement dated as of [ ], 199[ ], (the
"Series Supplement"), among the Seller, Chrysler Credit Corporation, as
servicer, and Manufacturers and Traders Trust Company, as trustee (the
"Trustee") that are allocated to the Series [199_-_] Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the
Series Supplement are hereinafter collectively referred to as the Pooling
and Servicing Agreement. The corpus of the Trust will include (a) all of
the Seller's right, title and interest in, to and under the Receivables in
each Account and all Collateral Security with respect thereto owned by the
Seller at the close of business on the Cut-Off Date, in the case of the
Initial Accounts, and on the applicable Additional Cut-Off Date, in the
case of Additional Accounts, and all monies due or to become due and all
amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the State
of Michigan and Recoveries) thereof, (b) all of the Seller's rights,
remedies, powers and privileges with respect to such Receivables under the
Receivables Purchase Agreement, (c) all of the Seller's right, title and
interest in, to and under the Receivables in each Account (other than any
newly created Receivables in any Designated Account) and all Collateral
Security with respect thereto owned by the Seller at the close of on each
Transfer Date and not theretofore conveyed to the Trust, all monies due or
to become due and all amounts received with respect thereto and all
proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Michigan and Recoveries) thereof, (d) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account, (e) any Enhancements and (f) all other assets and
interests constituting the Trust. In addition to the Certificates, the
Seller's Certificate will be issued pursuant to the Pooling and Servicing
Agreement which will represent the Seller's Interest in the Trust. The
Seller's Certificate will represent the interest in the Trust Assets not
represented by the Investor Certificates.
The Receivables consist of advances made directly or indirectly
by Chrysler Credit Corporation to domestic automobile dealers franchised by
Chrysler Corporation any or other automobile manufacturers.
Subject to the terms and conditions of the Agreement, the Seller
may from time to time direct the Trustee, on behalf of the Trust, to issue
one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which,
as amended and supplemented from time to time, the Series [199_-_]
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Certificate does not purport to
summarize the Pooling and Servicing Agreement and reference is made to the
Pooling and Servicing Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of
the Pooling and Servicing Agreement (without schedules and exhibits) may be
requested from the Trustee by writing to the Trustee at One M&T Plaza,
Buffalo, New York 14203, Attention: Corporate Trust Department. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement
and the Series [199_-_] Certificates have been (or will be) issued with the
intention that the Series [199_-_] Certificates will qualify under
applicable tax law as indebtedness of the Seller secured by the Trust
assets attributable to the Certificates. The Seller, each Beneficiary and
each Certificateholder and Certificate Owner, by the acceptance of its
Certificate or Book-Entry Certificate, as applicable, agrees to treat the
Series [199_-_] Certificates as indebtedness of the Seller secured by the
Trust assets attributable to the Certificates for Federal income taxes,
state and local income, single business and franchise taxes and any other
taxes imposed on or measured by income.
On each Distribution Date, the Trustee shall distribute to each
Series [199_-_] Certificateholder of record at the close of business on the
day preceding such Distribution Date (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interest represented by the Series [199_-_] Certificates held by
such Certificateholder, except as otherwise provided in the Pooling and
Servicing Agreement) of such amounts on deposit in the Collection Account
and any Series Account as are payable in respect of the Series [199_-_]
Certificates pursuant to the Pooling and Servicing Agreement.
Distributions with respect to this Certificate will be made by the Trustee
by check mailed to the address of the Certificateholder of record appearing
in the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Certificate) except that with respect to
Series [199_-_] Certificates registered in the name of a Depository,
including Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in immediately available funds. Final payment
of this Certificate will be made only upon presentation and surrender of
this Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in
accordance with the Pooling and Servicing Agreement.
[On the Distribution Date occurring after the Invested Amount is
reduced to $[ ] or less, the Seller has the option, subject to the
condition set forth in Section 8.01(c) of the Series Supplement, to
purchase the entire Series [199_-_] Certificateholders' Interest in the
Trust. The purchase price will be equal to the Reassignment Amount (as
defined in the Series Supplement).]
This Certificate does not represent an obligation of, or an
interest in, Chrysler Corporation, the Seller, the Servicer, or any
affiliate of any of them and is not insured or guaranteed by any
governmental agency or instrumentality. This Certificate is limited in
right of payment to certain Collections with respect to the Receivables
(and certain other amounts), all as more specifically set forth herein and
in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to
time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee, without the
consent of any of the Series [199_-_] Certificateholders, so long as any
such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of the Certificateholders of
any outstanding Series. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Pooling and Servicing Agreement or otherwise.
Notwithstanding anything contained therein to the contrary, the Trustee,
with the consent of any Enhancement Providers, may at any time and from
time to time amend, modify or supplement the form of Distribution Date
Statement.
The Pooling and Servicing Agreement may also be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee with the consent
of the Holders of Investor Certificates evidencing not less than 66-2/3% of
the aggregate unpaid principal amount of the certificates of the Investor
Certificates of all adversely affected Series, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however,
that no such amendment to the Pooling and Servicing Agreement shall
(i) reduce in any manner the amount of or delay the timing of distributions
to be made to Investor Certificateholders or deposits of amounts to be so
distributed without the consent of such each affected Investor
Certificateholder; (ii) change the definition or the manner of calculating
any certificateholders' interest without the consent of each affected
Investor Certificateholder; (iii) reduce the amount available under any
Enhancement without the consent of each affected Investor
Certificateholder; (iv) adversely affect the rating of any Series or class
by each Rating Agency without the consent of the holders of certificates of
such Series or class evidencing not less than 66-2/3% of the aggregate
unpaid principal amount of the Investor Certificates of such Series or
Class or (v) reduce the aforesaid percentage required to consent to any
such amendment without the consent of all Investor Certificateholders. The
Pooling and Servicing Agreement may not be amended in any manner which
adversely affects the interests of any Enhancement Provider without its
prior consent.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of
this Certificate for registration of transfer at the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the Holder hereof or such Holder's attorney duly authorized, and thereupon
one or more new Series [199_-_] Certificates of authorized denominations
evidencing the same aggregate fractional undivided interest will be issued
to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Series [199_-_] Certificates are
exchangeable for new Series [199_-_] Certificates evidencing like aggregate
fractional undivided interests as requested by the Certificateholder
surrendering such Certificates. No service charge may be imposed for any
such exchange but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
connection therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar and
any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer nor the Trustee, the Transfer Agent and Registrar, nor any
agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Pooling and Servicing Agreement.