EXHIBIT 4-BB
Conformed Copy
SERIES 1995-4A SUPPLEMENT dated as of
April 30, 1995 (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 1995-4A 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 1995-4A".
(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.
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ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in this
Series Supplement the following words and phrases shall have the
following meanings.
"Accumulation Period" shall mean, unless an Early
Amortization Event shall have occurred prior thereto (other than an Early
Amortization Event which has resulted in an Early Amortization Period which
has ended as described in clause (c) or clause (d) of the definition thereof
in this Series Supplement), the period commencing on the Accumulation Period
Commencement Date and ending upon the first to occur of (a) the commencement
of an Early Amortization Period (other than an Early Amortization Period which
has ended as described in clause (c) or clause (d) of the definition thereof
in this Series Supplement) and (b) the payment in full to Series 1995-4A
Certificateholders of the outstanding principal amount of the Series 1995-4A
Certificates.
"Accumulation Period Commencement Date" shall mean the first
day of the Collection Period upon which the number of full Collection Periods
remaining until the Expected Payment Date first equals the Accumulation Period
Length; provided, however, that, if at any time after the January 1998
Distribution Date, any other outstanding Series (other than any Excluded
Series) shall have entered into a reinvestment period or an early amortization
period, the Accumulation Period Commencement Date shall be the earlier of (i)
the date that such outstanding Series shall have entered into its reinvestment
period or early amortization period and (ii) the Accumulation Period
Commencement Date as previously determined. If the Accumulation Period Length
is one month, two months, three months, four months or five months, the
Accumulation Period Commencement Date shall mean the first day of the June
1998 Collection Period, the May 1998 Collection Period, the April 1998
Collection Period, the March 1998 Collection Period or the February 1998
Collection Period, respectively.
"Accumulation Period Length" shall mean a period which is
one, two, three, four or five month(s) long and is calculated as of the
January 1998 Distribution Date and each Distribution Date thereafter that
occurs prior to the Accumulation Period Commencement Date, as the lesser of
(i) the number of full Collection Periods between such
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Distribution Date and the Expected Payment Date and (ii) the product,
rounded upwards to the nearest integer not greater than five, of (a) one
divided by the lowest Monthly Payment Rate during the last 12 months
and (b) a fraction, the numerator of which is the sum of (i) the
Invested Amount as of such Distribution Date (after giving effect to
all changes therein on such date) and (ii) the invested amounts of all
other Series (other than any Excluded Series) currently in their
amortization or accumulation periods or scheduled to be in their
amortization or accumulation periods by the Expected Payment Date as of
such Distribution Date (after giving effect to all changes therein on such
date) and the denominator of which is the sum of such Invested Amount and the
invested amounts as of such Distribution Date (after giving effect to all
changes therein on such date) of all other outstanding Series (other than any
Excluded Series) which are scheduled to be outstanding on the Expected Payment
Date.
"Additional Carry-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 1995-4A for any Collection Period, an amount equal to the sum of (a)
the Initial Invested Amount of the Series 1995-4A Certificates on the
Determination Date occurring in such Collection Period, minus the excess, if
any, of the aggregate amount of Investor Charge-Offs for all Distribution
Dates preceding such date over the aggregate amount of any reimbursements of
Investor Charge-Offs for all Distribution Dates preceding such date and (b)
the applicable Available Subordinated Amount, if any, on the Determination
Date occurring in such Collection Period (in each case, after giving effect to
the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following the Determination Date during the Collection
Period in which such date occurs).
"Allocable Defaulted Amount" shall mean, with respect to any
Collection Period, the product of (a) the Series 1995-4A 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
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(a) the Series 1995-4A 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 1995-4A
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 1995-4A Allocation
Percentage for the related Collection Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to such Deposit Date.
"Assets Receivables Rate" shall mean, with respect to any
Interest Period, an amount equal to the product of (a) the quotient obtained
by dividing (i) 360 by (ii) the actual number of days elapsed in such Interest
Period and (b) a percentage, expressed as a fraction, (i) the numerator of
which is the sum of (A) Investor Non-Principal Collections for the Collection
Period immediately preceding the last day of such Interest Period (which, for
the purposes of this definition only, shall be determined based on the
interest amounts billed to the Dealers which are due during such Collection
Period) less, 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 and (ii) the
denominator of which is the sum of (A) the product of (I) the Series 1995-4A
Floating Allocation Percentage, (II) the Series 1995-4A 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 (after giving effect to all deposits to and withdrawals
therefrom on such first day) and (C) the principal balance on deposit in the
Principal Funding Account on the first day of such Interest Period (after
giving effect to all deposits to and withdrawals therefrom on such first day).
"Automatic Additional Accounts" shall have the meaning
specified in Section 10.01(e).
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"Automatic Removal Accounts" shall have the meaning
specified in Section 10.01(c).
"Automatic Removal Date" shall have the meaning specified in
Section 10.01(c).
"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) an amount equal to Investor
Principal Collections for such Distribution Date, (b) Allocable Miscellaneous
Payments with respect to such Distribution Date, (c) Series 1995-4A Excess
Principal Collections on deposit in the Collection Account for such
Distribution Date and (d) on the Termination Date, any funds in the Reserve
Fund after giving effect to Section 4.08, except for Section 4.08(d).
"Available Seller's Collections" shall mean, with respect to
any Deposit Date, the sum of (a) the Available Seller's Non-Principal
Collections for such Deposit Date and (b) the Available Seller's Principal
Collections for such Deposit Date; provided, however, that the Available
Seller's Collections shall be zero for any Collection Period with respect to
which the Available Subordinated Amount is zero on the Determination Date
immediately following the end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean,
with respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such Collection
Period by (b) Allocable Non-Principal Collections for such Deposit Date.
"Available Seller's Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such Collection
Period by (b) Allocable Principal Collections for such Deposit Date.
"Available Subordinated Amount" for the first Determination
Date shall mean an amount equal to the Required Subordinated Amount. The
Available Subordinated Amount for any subsequent Determination Date shall mean
an amount equal to (a) the lesser of (i) the Available Subordinated Amount for
the preceding Determination Date, minus (A) the Required Subordination Draw
Amount with
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respect to the preceding Distribution Date to the extent provided in Section
4.08, minus (B) withdrawals from the Reserve Fund pursuant to Section 4.08 on
the preceding Distribution Date to make distributions pursuant to Section
4.06(a)(iv) (but excluding any other withdrawals from the Reserve Fund), plus
(C) the portion of Excess Servicing for such preceding Distribution Date
distributed to the Seller pursuant to Section 4.10(c), plus (D) the excess, if
any, of the Required Subordinated Amount for such Determination Date over the
Required Subordinated Amount for the immediately preceding Distribution Date
due to an increase in the Subordination Factor and (ii) the product of the
fractional equivalent of the Subordinated Percentage and the Invested Amount
on such Determination Date, minus (b) in the case of clause (a)(i), the
Incremental Subordinated Amount for such preceding Determination Date, plus
(c) the Incremental Subordinated Amount for the current Determination Date,
plus (d) the Subordinated Percentage of funds to be withdrawn from 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) $5,555,555 or (y) 1.11% of the Invested Amount on
such date; provided, however, that, once the Accumulation Period or any Early
Amortization Period (other than an Early Amortization Period which has ended
as described in clause (c) or clause (d) of the definition thereof in this
Series Supplement) shall have commenced, the Available Subordinated Amount
shall be calculated based on the Invested Amount as of the close of business
on the day preceding such Accumulation Period or Early Amortization Period.
"Calculation Agent" shall mean the Trustee.
"Carry-over Amount" shall mean, for any Distribution Date
with respect to which the related Certificate Rate is calculated on the basis
of the 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 Fed Funds Rate formula set forth in clause (a) of the
definition of Certificate Rate over (b) the actual Monthly Interest for such
Distribution Date.
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"Carry-over Shortfall" shall have the meaning specified in
Section 4.02(b).
"Certificate Rate" shall mean, with respect to any Interest
Period, the lesser of (a) a per annum rate equal to the sum of each day's Fed
Funds Rate during such Interest Period divided by the number of days in such
Interest Period, plus 0.26% and (b) the Asset Receivables Rate for the
immediately preceding Interest Period.
"Certificateholders Monthly Servicing Fee" shall have the
meaning specified in Section 3.01.
"Closing Date" shall mean May 17, 1995.
"Controlled Amortization Amount" shall mean an amount equal
to the Invested Amount as of the January 1998 Distribution Date (after giving
effect to any changes therein on such date), divided by the Accumulation
Period Length.
"Controlled Distribution Amount" shall mean, with respect to
any Distribution Date, the excess, if any, of (a) the sum of (i) the product
of the Controlled Amortization 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 January 1998 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.
"Determination Date" shall mean, for purposes of this Series
Supplement, a Regular Determination Date or a Special Determination
Date.
"Distribution Date" shall mean, for purposes of this Series
Supplement, a Regular Distribution Date or a Special Distribution
Date.
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"Early Amortization Event" shall mean any Early Amortization
Event specified in Section 9.01 of the Agreement, together with any additional
Early Amortization Event specified in Section 6.01 of this Series Supplement.
"Early Amortization Period" shall mean a period beginning on
the day on which an Early Amortization Event specified in Section 9.01 of the
Agreement or Section 6.01 of this Series Supplement shall have occurred with
respect to Series 1995-4A and terminating on the earliest of (a) the payment
in full of the outstanding principal balance of the Series 1995-4A
Certificates, (b) the Termination Date; (c) if such Early Amortization Period
has resulted from the occurrence of an Early Amortization Event described in
Section 9.01(a) of the Agreement, the end of the first Collection Period
during which an Early Amortization Event would no longer be deemed to exist
pursuant to such Section 9.01(a), so long as no other Early Amortization Event
(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in this clause (c) or
clause (d) below) shall have occurred and the scheduled termination of the
Revolving Period shall not have occurred; and (d) if such Early Amortization
Period has resulted from the occurrence of an Early Amortization Event
described in Sections 9.01(a), (f) or (g) of the Agreement or Section 6.01,
other than Section 6.01(f), (g) or (h), of this Series Supplement, the end of
the first Collection Period after which (i) the Trustee has received written
confirmation from Standard & Poor's that termination of such Early
Amortization Period will not result in the downgrading or withdrawal of such
entity's rating of the Series 1995-4A Certificates, and (ii) Series 1995-4A
Certificateholders holding Series 1995-4A Certificates evidencing more than
50% of the aggregate unpaid principal amount of the Series 1995-4A
Certificates shall have consented to the termination of such Early
Amortization Period, provided that (X) no other Early Amortization Event
(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in this clause (d) or
clause (c) above) shall have occurred, and (Y) the scheduled termination of
the Revolving Period shall not have occurred.
"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
(unless each Rating Agency confirms in writing that a longer maturity
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will not result in the downgrade or withdrawal of such Rating Agency's rating
of the Series 1995-4A Certificates), but in no event occurring later than the
Distribution Date next succeeding the Trustee's acquisition thereof (unless
each Rating Agency confirms in writing that a longer maturity will not result
in the downgrade or withdrawal of such Rating Agency's rating of the Series
1995-4A Certificates), 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) 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
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United States of America, in either case entered into with a
depository institution or trust company (acting as principal)
described in clause (ii); and
(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 nonbank 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 1995-4A 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
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related Rated Holding Company));
(B) in the case of any Series 1995-4A Account
(other than the Collection Account and the Yield Supplement
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
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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 1995-4A
Certificates; and
(H) the repurchase obligations shall require that
the repurchase obligation be over-collateralized 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
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(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, an amount
equal to the greater of (a) 5% of the initial principal balance of the Series
1995-4A 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 1995-4A Certificates on such Distribution Date
(after giving effect to any changes therein on such Distribution Date) over
(ii) the excess of (x) the Series 1995-4A Allocation Percentage of the Pool
Balance on the last day of the immediately preceding Collection Period over
(y) the Invested Amount on such Distribution Date (after giving effect to
changes therein on such Distribution Date); provided that the Excess Reserve
Fund Required Amount shall not exceed such Available Subordinated Amount.
"Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than 0%
nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables, Defaulted Receivables and Principal Receivables
during 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 1995-4A
Allocation Percentage for the Collection Period in respect of which the Excess
Seller's Percentage is being calculated or (b) 100% minus, when used with
respect to Principal Receivables during the Accumulation Period and an
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Early Amortization Period, the sum of (i) the Principal Allocation Percentage
with respect to such Collection Period and (ii) the percentage equivalent of a
fraction, the numerator of which is the Available Subordinated Amount as of
the Determination Date occurring in such Collection Period (after giving
effect to the allocations, distributions, withdrawals and deposits to be made
on the Distribution Date immediately following such Determination Date) and
the denominator of which is the product of (x) the Pool Balance as of the last
day of such immediately preceding Collection Period and (y) the Series 1995-4A
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 sum of the amount, if any, specified pursuant to
Section 4.06(a)(vii) with respect to such Distribution Date.
"Expected Payment Date" shall mean July 2, 1998.
"Fed Funds Business Day" shall mean any day other than (i) a
Saturday or Sunday or (ii) a day on which banking institutions in the City of
New York are authorized or required by law, regulation or executive order to
close.
"Fed Funds Rate" means (a) with respect to an Interest Reset
Date (in the following order of priority):
(i) the rate with respect to the related Interest
Determination Date (expressed as a percentage per annum) that appears
opposite the caption "Federal Funds Effective" on Telerate Page 120
(as defined below) as of 11:00 a.m., New York City time on such
Interest Reset Date;
(ii) if such rate does not appear on Telerate Page 120 as of
11:00 a.m., New York City time, on such Interest Reset Date, then the
Fed Funds Rate with respect to such Interest Reset Date will be the
rate with respect to the related Interest Determination Date
(expressed as a percentage per annum) that appears on Reuters Screen
NYAA Page (as defined below) as of 11:00 a.m., New York City time, on
such Interest Reset Date;
(iii) if such rate does not appear on Reuters Screen NYAA
Page as of 11:00 a.m., New York City time, on such Interest Reset
Date, then the Calculation Agent will request three leading brokers
of Federal Funds
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transactions in The City of New York to provide the rate (expressed
as a percentage per annum) for the last transaction in overnight
Federal Funds arranged by such broker on the related Interest
Determination Date. If rates are provided by such three brokers, then
the Fed Funds Rate with respect to such Interest Reset Date will be
the arithmetic mean (rounded to the nearest one hundred-thousandth of
one percentage point with five one-millionths of one percentage point
rounded upwards) of such rates; and
(iv) if fewer than three such rates are provided, then the
Fed Funds Rate with respect to such Interest Reset Date will be the
Fed Funds Rate for the preceding Interest Reset Date (or, in the case
of the first Interest Reset Date, the immediately preceding Fed Funds
Business Day on which a rate appeared on Telerate Page 120 as
described in (i) above); and
(b) with respect to any day that is not an Interest Reset
Date, the Fed Funds Rate in effect on the immediately preceding Interest Reset
Date.
If a rate that initially appears on Telerate Page 120 or Reuters
Screen NYAA Page, as the case may be, as of 11:00 a.m., New York City time, on
the applicable Interest Reset Date is superseded on Telerate Page 120 or
Reuters Screen NYAA Page, as the case may be, by a corrected rate before 12:00
noon, New York City time, on such Interest Reset Date, such corrected rate as
so superseded on the applicable page shall be the applicable rate for
calculating the applicable Fed Funds Rate with respect to such Interest
Determination Date.
All percentages resulting from a calculation with respect to the Fed
Funds Rate or the Certificate Rate based on the Fed Funds Rate for any
Interest Period will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from such calculation
will be rounded to the nearest cent, with one-half cent rounded upwards.
"Final Payment Date" shall mean the first Distribution Date
on which, after giving effect to all payments to be made on that Distribution
Date, the
16
outstanding principal amount of the Series 1995-4A Certificates will be paid
in full.
"Floating Allocation Percentage" shall mean, with respect to
any Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the immediately preceding Collection Period and the
denominator of which is the product of (a) the Pool Balance as of such last
day and (b) the Series 1995-4A Allocation Percentage for the Collection Period
in respect of which the Floating Allocation Percentage is being calculated;
provided, however, that, with respect to the May 1995 Collection Period, the
Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Initial Invested Amount on the Closing
Date and the denominator of which is the product of (x) the Pool Balance on
the Series Cut-Off Date and (y) the Series 1995-4A Allocation Percentage with
respect to the Series Cut-Off Date.
"Incremental Subordinated Amount" shall mean, with respect
to any Determination Date, the result obtained by multiplying (a) a fraction,
the numerator of which is the sum of (i) (A) the Invested Amount on the last
day of the immediately preceding Collection Period or (B) with respect to the
first Determination Date, the Invested Amount on the Closing Date and (ii) (A)
the Available Subordinated Amount for such Determination Date (calculated
without adding the Incremental Subordinated Amount for such Distribution Date
as described in clause (c) of the definition thereof) or (B) with respect to
the first Determination Date, the product of the Invested Amount on the
Closing Date and the Subordinated Percentage and the denominator of which is
the Pool Balance on such last day by (b) the Trust Incremental Subordinated
Amount.
"Initial Distribution Date" shall mean June 15, 1995.
"Initial Invested Amount" shall mean the portion of initial
principal amount of the Series 1995-4A Certificates which is invested in
Principal Receivables on the Closing Date, which is $500,000,000, 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
17
with a reduction in the Principal Receivables in the Trust or an increase in
the Subordination Factor.
"Initial Principal Amount" shall mean $500,000,000.
"Initial Reserve Fund Deposit Amount" shall mean $1,750,000.
"Initial Yield Supplement Account Deposit Amount" shall mean
$2,000,000.
"Interest Determination Date" shall mean, with respect to
any Interest Reset Date, the immediately preceding Fed Funds Business Day.
"Interest Period" shall mean, with respect to any
Distribution Date, the period from and including the Distribution Date
immediately preceding such Distribution Date to but excluding such
Distribution Date (or, in the case of the Initial Distribution Date, the
period from and including the Closing Date to but excluding the Initial
Distribution Date). Interest will be calculated on the basis of the actual
number of days in each Interest Period divided by 360 days.
"Interest Reset Date" shall mean each Fed Funds Business Day
other than the last Fed Funds Business Day of each Interest Period.
"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 1995-4A
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 definition of "Early
Amortization Period", the Invested Amount shall be an amount equal to the
outstanding principal amount of the Series 1995-4A Certificates.
18
"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 1995-4A Accounts,
together with an amount equal to the Series 1995-4A Allocation Percentage of
the interest and other investment earnings on funds held in the Collection
Account credited to the Collection Account pursuant to Section 4.02 of the
Agreement.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.09.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.
"Investor Non-Principal Collections" shall mean, with
respect to any Distribution Date, an amount equal to the product of (a) the
Floating Allocation Percentage for the related Collection Period and (b)
Allocable Non-Principal Collections deposited in the Collection Account for
the related Collection Period.
"Investor Principal Collections" shall mean, with respect to
any Distribution Date, the sum of (a) the product of (i) the Floating
Allocation Percentage, with respect to the Revolving Period, or the Principal
Allocation Percentage, with respect to the Accumulation Period or an Early
Amortization Period for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period) and (ii) Allocable Principal Collections deposited in the
Collection Account for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period) and (b) the amount, if any, of Collections of
Non-Principal Receivables, Excess Servicing and Available Seller's Collections
to be distributed pursuant to Section 4.06(a)(iv), 4.08(b) or 4.10(a) on such
Distribution Date.
"Monthly Interest" shall have the meaning specified in
Section 4.02.
"Monthly Payment Rate" shall mean, for any Collection
Period, the percentage derived from dividing the Principal Collections for
such Collection Period by the average daily Pool Balance for such Collection
Period.
19
"Monthly Principal" shall have the meaning specified in
Section 4.03.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Pool Factor" shall mean, with respect to any Determination
Date, a number carried out to 11 decimals representing the ratio of the
Invested Amount as of such Determination Date (determined after taking into
account any increases or decreases in the Invested Amount which will occur on
the following Distribution Date) to the Initial Invested Amount.
"Principal Allocation Percentage" shall mean, with respect
to any Collection Period, the percentage equivalent (which 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 1995-4A 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 (c) or clause (d) of the definition thereof in this Series
Supplement), the Principal Allocation Percentage shall be reset using the Pool
Balance as of the close of business on the date on which such Early
Amortization Event shall have occurred and Principal Collections shall be
allocated for such portion of such Collection Period using such reset
Principal Allocation Percentage.
"QIB" shall have the meaning specified in Section 9.01.
"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 1995-4A Certificates (calculated on the basis of
the outstanding principal balance of the Series 1995-4A Certificates at the
Certificate Rate as in effect during the applicable Interest
20
Periods) through the day preceding such Distribution Date, (c) the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest previously due but not distributed to the Series 1995-4A
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 1995-4A 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 1995-4A Certificateholders on a prior Distribution Date.
"Regular Determination Date", with respect to any Regular
Distribution Date, shall mean the day that is two Business Days prior to such
Regular Distribution Date.
"Regular Distribution Date" shall mean the fifteenth day of
each month prior to the month in which the Expected Payment Date occurs or, if
such day is not a Business Day, the next succeeding Business Day.
"Required Participation Percentage" shall mean, with respect
to Series 1995-4A, 103%; provided, however, that if the aggregate amount of
Principal Receivables due from any Dealer or group of affiliated Dealers at
the close of business on the last day of any Collection Period with respect to
which such determination is being made pursuant to Section 10.04 is greater
than 1.5% of the Pool Balance on such last day, the Required Participation
Percentage shall mean, as of such last day and with respect to such Collection
Period and the immediately following Collection Period only, 104%; provided
further that the Seller may, upon 10 days' prior notice to the Trustee and
each Rating Agency, reduce the Required Participation Percentage to a
percentage which shall not be less than 100%; provided that no Rating Agency
shall have 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.
21
"Reserve Fund" shall have the meaning specified in Section
4.04.
"Reserve Fund Deposit Amount" shall mean, with respect to
any Distribution Date, the amount, if any, by which (a) the Reserve Fund
Required Amount for such Distribution Date exceeds (b) the amount of funds in
the Reserve Fund after giving effect to any withdrawals therefrom on such
Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Series 1995-4A Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
"Reuters Screen NYAA Page" shall mean the display designated
as page "Reuters Screen NYAA Page" on the Reuters Monitor Money Rates Service
(or such other page selected by the Calculation Agent as may replace the NYAA
page on that service for the purpose of displaying Federal Funds rates).
"Revolving Period" shall mean the period beginning at the
close of business on the Business Day immediately preceding the Series Cut-Off
Date and terminating on the earlier of (a) the close of business on the day
immediately preceding the Accumulation Period Commencement Date and (b) the
close of business on the day an Early Amortization Period commences; provided,
however, that, if any Early Amortization Period terminates as described in
clause (c) or clause (d) of the definition thereof in this Series Supplement,
the Revolving Period will recommence as of the close of business on the day
such Early Amortization Period terminates.
"Rule 144A" shall mean Rule 144A under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"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.
22
"Seller's Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Receivables,
Defaulted Receivables and Principal Receivables during the Revolving Period,
and (b) the Principal Allocation Percentage, when used with respect to
Principal Receivables during the Accumulation Period and an Early Amortization
Period.
"Series 1995-4A" shall mean the Series of Investor
Certificates, the terms of which are specified in this Series Supplement.
"Series 1995-4A Accounts" shall have the meaning specified
in Section 4.04(e)(i).
"Series 1995-4A Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1995-4A.
"Series 1995-4A Certificateholders" shall mean the Holders
of Series 1995-4A Certificates.
"Series 1995-4A Certificateholders' Interest" shall mean
that portion of the Certificateholders' Interest evidenced by the Series
1995-4A Certificates.
"Series 1995-4A 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 1995-4A Excess Principal Collections" shall mean
that portion of Excess Principal Collections allocated to Series 1995-4A
pursuant to Section 4.11.
"Series 1995-4A Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series Cut-off Date" shall mean April 30, 1995.
"Servicing Fee Rate" shall mean, with respect to Series
1995-4A, 1% or, for any Distribution Date in respect of which the Monthly
Servicing Fee has been waived, 0%.
"Special Determination Date", with respect to a Special
Distribution Date, shall mean the first day of the month during which such
Special Distribution Date occurs.
"Special Distribution Date" shall mean the Expected Payment
Date and the second day of each month
23
thereafter or, if such day is not a business day, the next succeeding Business
Day.
"Special Payment Date" shall mean each Distribution Date
with respect to any Early Amortization Period (other than an Early
Amortization Period which has ended as described in clause (c) or clause (d)
of the definition thereof in this Series Supplement).
"Subordinated Percentage" shall mean the percentage
equivalent of a fraction, the numerator of which is the Subordination Factor
and the denominator of which will be the excess of 100% over the Subordination
Factor.
"Subordination Factor" means 10%; provided, however, that
the Subordination Factor will be 11% in the event that the rating of the
long-term unsecured debt of CFC is lowered below BBB- by Standard & Poor's or
withdrawn by Standard & Poor's, unless, in either such case, the Seller
receives written confirmation from Standard & Poor's that the failure to so
increase the Subordination Factor would not result in the downgrade or
withdrawal of Standard & Poor's rating of the Series 1995-4A Certificates.
"Telerate Page 120" means the display designated as "Page
120" on the Dow Jones Telerate Service (or such other page selected by the
Calculation Agent as may replace Page 120 on that service for the purpose of
displaying daily Federal Funds rates).
"Termination Date" shall mean the June 2000 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 1995-4A.
"Trust Available Subordinated Amount" means the sum of the
Available Subordinated Amount and the sum of the aggregate available
subordinated amounts for all other outstanding Series.
"Yield Supplement Account" shall have the meaning specified
in Section 4.04.
"Yield Supplement Account Deposit Amount" shall mean, with
respect to any Distribution Date, the amount, if any, by which the Yield
Supplement Account Required Amount
24
exceeds the amount on deposit in the Yield Supplement Account after giving
effect to any deposits thereto and withdrawals therefrom otherwise to be made
on such Distribution Date.
"Yield Supplement Account Required Amount" shall mean, with
respect to any Distribution Date, an amount equal to the product of (a) 0.40%
and (b) the outstanding principal balance of the Series 1995-4A Certificates
on such Distribution Date (after giving effect to any changes therein on such
Distribution Date).
(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
1995-4A, Moody's and Standard & Poor's. As used in this Series Supplement and
in the Agreement with respect to Series 1995-4A, "highest investment category"
shall mean (i) in the case of Standard & Poor's, A-1+ 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.
("Fitch"), and Duff & Phelps, Inc. ("D&P"), although no such entity shall be
deemed to be a Rating Agency for any purposes of the Agreement or this Series
Supplement with respect to Series 1995-4A.
(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 to 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".
SECTION 2.02. Series 1995-4A Rules of Construction. (a)
Notwithstanding any provision to the contrary in the Agreement, all references
therein to "Distribution Date" (other than in the definition of "Determination
Date") and "Determination Date" shall be
25
construed, for purposes of making calculations, deposits and payments with
respect to Series 1995-4A, but not with respect to any other Series unless the
Series Supplement therefor so provides, to be references to Distribution Date
and Determination Date (each as defined herein), respectively.
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 1995-4A 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 1995-4A Allocation Percentage with respect to the immediately preceding
Collection Period. The share of the Monthly Servicing Fee allocable to the
Series 1995-4A 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 1995-4A 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 1995-4A
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
26
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 1995-4A 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 1995-4A pursuant to Article IV of
the Agreement shall be allocated and distributed as set forth in this Article.
(b) Subject to Section 4.01(d) below, the Servicer shall
instruct the Trustee to withdraw from the Collection Account and pay to the
Seller on the dates set forth below the following amounts:
(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
27
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
1995-4A Certificateholders' Interest pursuant to Section 7.01 of this Series
Supplement and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.02 or 12.02 of the Agreement.
(c) The Servicer shall instruct the Trustee to withdraw from
the Collection Account and deposit into the Reserve Fund on Deposit Dates with
respect to the Revolving Period Available Seller's Principal Collections for
such
28
Deposit Date, up to the amount of the excess, if any, determined pursuant to
Section 4.01(b)(ii)(B).
(d) Notwithstanding the provisions of Section 4.01(b)(i), on
each Deposit Date during any Collection Period on which any amount is on
deposit in the Excess Funding Account or Principal Funding Account, the
Servicer shall instruct the Trustee to withdraw from the Collection Account
and deposit in the Yield Supplement Account the amounts otherwise
distributable to the Seller pursuant to Section 4.01(b)(i) until the amount on
deposit in the Yield Supplement Account is equal to the Yield Supplement
Account Required Amount.
SECTION 4.02. Monthly Interest. (a) The amount of monthly
interest ("Monthly Interest") with respect to the Series 1995-4A Certificates
on any Distribution Date, commencing with the Initial Distribution Date, shall
be an amount equal to the product of (i) the Certificate Rate, (ii) the
outstanding principal balance of the Series 1995-4A Certificates as of the
close of business on the preceding Distribution Date (after giving effect to
all repayments of principal made to Series 1995-4A 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.
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purpose of calculating the Fed Funds Rate or the Certificate Rate based on
the Fed Funds Rate for any Interest Period by the Calculation Agent shall (in
the absence of wilful default, bad faith or manifest error) be binding on the
Series 1995-4A Certificateholders and no liability shall (in the absence of
wilful default, bad faith or manifest error) attach to the Calculation Agent
in connection with the exercise or non-exercise by it of its powers, duties
and discretions.
On the Determination Date preceding each Distribution Date,
commencing with the Initial Distribution Date, the Servicer shall determine
the excess, if any (the "Interest Shortfall"), of (x) the aggregate Monthly
Interest for the Interest Period applicable to such Distribution Date over (y)
the amount which will be available to be distributed to Series 1995-4A
Certificateholders on such Distribution Date in respect thereof pursuant to
this Series Supplement. If the Interest Shortfall with respect to any
29
Distribution Date is greater than zero, an additional amount ("Additional
Interest") equal to the product of (i) the Certificate Rate (calculated
pursuant to clause (a) of the definition thereof) for the Interest Period
commencing on the related Distribution Date plus 2.0% (or, for subsequent
Interest Periods, the Certificate Rate (calculated pursuant to clause (a) of
the definition thereof) for such subsequent Interest Period plus 2.0%), (ii)
such Interest Shortfall (or the portion thereof which has not been paid to
Series 1995-4A 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 1995-4A Certificates on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Interest Shortfall is paid to Series 1995-4A
Certificateholders. Notwithstanding anything to the contrary herein,
Additional Interest shall be payable or distributed to Series 1995-4A
Certificateholders only to the extent permitted by applicable law.
(b) On the Determination Date preceding each Distribution
Date, commencing with the Initial Distribution Date, the Servicer shall
determine the excess, if any (the "Carry-over Shortfall"), of (x) the
Carry-over Amount, if any, for such Distribution Date over (y) the amount
which will be available to be distributed to Series 1995-4A 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 plus 2.0% (or, for subsequent Interest Periods,
the Certificate Rate (calculated pursuant to clause (a) of the definition
thereof) for such subsequent Interest Periods plus 2.0%), (ii) such Carry-over
Shortfall (or the portion thereof which has not been paid to Series 1995-4A
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 1995-4A Certificates on each Distribution Date following
such Distribution Date to the Distribution Date on which such Carry-over
Shortfall is paid to Series 1995-4A Certificateholders. Notwithstanding
anything to the contrary herein, any Additional Carry-Over
30
Amount shall be payable or distributed to Series 1995-4A 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 1995-4A Certificates on each Distribution Date with respect to an Early
Amortization Period and the Accumulation 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
Distribution Amount for such Distribution Date; and provided further that
Monthly Principal shall not exceed the Invested Amount of the Series 1995-4A
Certificates.
SECTION 4.04. Establishment of Reserve Fund and Funding
Accounts. (a) (i) The Servicer, for the benefit of the Series 1995-4A
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 1995-4A" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1995-4A 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 1995-4A Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Reserve Fund received
prior to such Distribution Date shall be applied as set forth in Section
4.06(a) of this Series Supplement. 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 1995-4A
Certificateholders, shall establish and
31
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
1995-4A" and shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 1995-4A
Certificateholders. On the Closing Date, the Seller shall cause to be
deposited into the Yield Supplement Account the Initial Yield Supplement
Account Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in
the Yield Supplement Account shall be invested by the Trustee in investments
consisting of financial assets selected by the Servicer; provided, however,
that such assets must, by their terms, convert to cash within a finite period
of time. All such financial assets shall be held by the Trustee for the
benefit of the Series 1995-4A Certificateholders. On each Distribution Date,
all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Yield Supplement Account shall be applied
as set forth in Section 4.06(a) of this Series Supplement.
(iii) If on any Distribution Date there is a Carry-over
Amount, the Servicer shall cause the Trustee to apply the amounts on deposit
in the Yield Supplement Account up to the amount of such Carry-over Amount to
satisfy such Carry-over Amount. The Trustee shall be authorized to dispose of
investments in the Yield Supplement Account in order to obtain funds with
which to satisfy any Carry-over Amount.
(iv) If on any Distribution Date the amount on deposit in
the Yield Supplement Account (after giving effect to any withdrawals to be
made from the Yield Supplement Account on such Distribution Date) is greater
than the Yield Supplement Account Required Amount, the Servicer shall cause
the Trustee to pay to the Seller on such Distribution Date the excess of such
amount on deposit in the Yield Supplement Account over the Yield Supplement
Account Required Amount.
(c) (i) The Servicer, for the benefit of the Series 1995-4A
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 1995-4A" and shall bear a designation
clearly indicating
32
that the funds deposited therein are held for the benefit of the Series
1995-4A 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 1995-4A Certificateholders.
On each Distribution Date all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit therein shall be applied
as set forth in Section 4.06(a) of this Series Supplement. Funds on deposit in
the Principal Funding Account shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will be
available on or before the 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 1995-4A
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 1995-4A" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1995-4A Certificateholders. No deposit will be made to the Excess
Funding Account on the Closing Date.
(ii) At the direction of the Servicer, funds on deposit in
the Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Series 1995-4A 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
33
precedes a Distribution Date) upon the maturity of any Eligible Investments
are not required to be invested over-night.
(e) (i) The Trustee shall possess all right, title and
interest in and to all funds on deposit from time to time in, and all Eligible
Investments and other financial assets credited to, the Reserve Fund, the
Yield Supplement Account, the Principal Funding Account and the Excess Funding
Account (collectively the "Series 1995-4A Accounts") and in all proceeds
thereof. The Series 1995-4A Accounts shall be under the sole dominion and
control of the Trustee for the benefit of the Series 1995-4A
Certificateholders. If, at any time, any of the Series 1995-4A 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 1995-4A Account meeting the conditions specified in paragraph (a)(i),
(b)(i), (c)(i) or (d)(i) above, as applicable, as an Eligible Deposit Account
and shall transfer any cash and/or any investments to such new Series 1995-4A
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 1995-4A Account, except as expressly provided herein.
Schedule 1, which is hereby incorporated into and made part of this Series
Supplement, identifies each Series 1995-4A 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 1995-4A 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 1995-4A
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 1995-4A Accounts for the
purposes of carrying out the Servicer's or Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each
Distribution Date, commencing with the Initial Distribution Date, on the
related Determination Date, the Servicer
34
shall determine the amount (the "Deficiency Amount"), if any, by which (a) the
sum of (i) Monthly Interest for such Distribution Date, (ii) any Monthly
Interest previously due but not distributed to the Series 1995-4A
Certificateholders on a prior Distribution Date, (iii) Additional Interest, if
any, for such Distribution Date and any Additional Interest previously due but
not distributed to the Series 1995-4A Certificateholders on a prior
Distribution Date;, (iv) the Certificateholders Monthly Servicing Fee for such
Distribution Date, (v) the Investor Default Amount, if any, for such
Distribution Date; (vi) the Series 1995-4A Allocation Percentage of the amount
of any Adjustment Payment required to be deposited in the Collection Account
pursuant to Section 3.09(a) of the Agreement with respect to the related
Collection Period that has not been so deposited as of such Determination
Date; and (vii) if such Distribution Date constitutes the Final Payment Date
the sum of (A) the amount of any Carry-over Amount for such Distribution Date,
(B) the amount of any Carry-over Amount previously due but not previously
distributed to Series 1995-4A Certificateholders on a prior Distribution Date,
(C) the amount of any Additional Carry-over Amount for such Distribution Date
and (D) the amount of any Additional Carry-over Amount previously due but not
previously paid to Series 1995-4A Certificateholders on a prior Distribution
Date, in each case that will not be satisfied on such date by application,
pursuant to Section 4.04(b)(iii), of amounts on deposit in the Yield
Supplement Account, exceeds (b) the sum of (i) Investor Non-Principal
Collections for such Distribution Date plus any Investment Proceeds with
respect to such Distribution Date and (ii) the amount of funds in the Reserve
Fund which are available pursuant to Section 4.08(a) and Section 4.08(d) to
cover any portion of the Deficiency Amount. The lesser of the Deficiency
Amount and the Available Subordinated Amount shall be the "Required
Subordination Draw Amount".
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds and Available Investor Principal Collections.
The Servicer shall cause the Trustee to apply, on each Distribution Date,
commencing with the Initial Distribution Date, Investor Non-Principal
Collections, Investment Proceeds and Available Investor Principal Collections
to make the following distributions:
(a) On each Distribution Date, commencing with the Initial
Distribution Date, an amount equal to the sum of
35
Investor Non-Principal Collections and any Investment Proceeds with respect to
such Distribution Date will be distributed in the following priority:
(i) first, an amount equal to Monthly Interest for such
Distribution Date, plus the amount of any Monthly Interest previously
due but not distributed to the Series 1995-4A Certificateholders on a
prior Distribution Date, plus the amount of any Additional Interest
for such Distribution Date and any Additional Interest previously due
but not distributed to the Series 1995-4A Certificateholders on a
prior Distribution Date shall be distributed to the Series 1995-4A
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 1995-4A 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
1995-4A Certificateholders on a prior Distribution Date shall be
distributed to the Series 1995-4A 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
36
(vii) seventh, the balance, if any, shall constitute Excess
Servicing and shall be allocated and distributed as set forth in
Section 4.10.
(b) On each Distribution Date, commencing with the Initial
Distribution Date, with respect to 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 (reduced
for this purpose by the amount, if any, by which the Required Participation
Amount exceeds the Pool Balance due to an increase in the Subordination
Factor) and (ii) the amount on deposit in the Excess Funding Account (other
than any Investment Proceeds) prior to the allocation on such Distribution
Date is less than the outstanding principal balance of the Series 1995-4A
Certificates and second treated as Excess Principal Collections and applied in
accordance with Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to the
Accumulation Period or an Early Amortization 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 distributed to the Series 1995-4A Certificateholders, in
the case of any Early Amortization Period; and
(ii) second, for each Distribution Date with respect to the
Accumulation Period unless an Early Amortization Event has occurred
(other than an Early Amortization Event which has resulted in an
Early Amortization Period which has ended as described in clause (c)
or clause (d) of the definition thereof in this Series Supplement),
after giving effect to the transactions referred to in clause (i)
above, an amount equal to the balance, if any, of such Available
Investor Principal Collections shall be treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the
Agreement and Section 4.11 hereof.
SECTION 4.07. Distributions to Series 1995-4A
Certificateholders. (a) The Servicer shall cause the Trustee to make the
following distributions at the following
37
times from the Collection Account, the Reserve Fund, the Principal Funding
Account and the Excess Funding Account:
(i) on each Distribution Date, all amounts on deposit in the
Collection Account or the Reserve Fund that are payable to the Series
1995-4A Certificateholders with respect to accrued interest will be
distributed to the Series 1995-4A Certificateholders;
(ii) 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, and all amounts on deposit in the
Collection Account that are payable to the Series 1995-4A
Certificateholders with respect to principal, up to a maximum amount
on any such day equal to the excess of the outstanding principal
balance of the Series 1995-4A Certificates over the unreimbursed
Investor Charge-Offs, shall be distributed to the Series 1995-4A
Certificateholders.
(b) On each Distribution Date on which there is any
Carry-over Amount or Additional Carry-over Amount, the Servicer shall instruct
the Trustee to distribute to the Series 1995-4A Certificateholders the amounts
on deposit in the Yield Supplement Account and the Collection Account payable
with respect thereto pursuant to Section 4.04(b)(iii) and Section
4.06(a)(other than from Available Seller's Collections), respectively.
(c) If, on the Final Payment Date, there is any Carry-over
Amount or Additional Carry-over Amount (after giving effect to any
distributions on such date pursuant to Section 4.07(b)), the Servicer shall
instruct the Trustee to distribute to the Series 1995-4A Certificateholders
the amounts payable with respect thereto pursuant to Sections 4.08(b) and
4.08(d).
(d) The distributions to be made pursuant to this Section
are subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Series Supplement.
SECTION 4.08. Application of Reserve Fund and Available
Subordinated Amount. (a) If the portion of Investor Non-Principal Collections
and Investment Proceeds allocated to the Series 1995-4A Certificateholders on
any Distribution Date pursuant to Section 4.06(a) is not sufficient to make
the entire distributions required on such
38
Distribution Date by Sections 4.06(a)(i), (ii) and (iv), the Servicer shall
cause the Trustee to withdraw funds from the Reserve Fund to the extent
available therein, and apply such funds to complete the distributions pursuant
to Section 4.06(a)(i), (ii) and (iv); provided, however, that during any Early
Amortization Period (other than an Early Amortization Period which has ended
as described in clause (c) or clause (d) of the definition thereof in this
Series Supplement) funds shall not be withdrawn from the Reserve Fund to make
distributions otherwise required by Section 4.06(a)(iv) to the extent that,
after giving effect to such withdrawal, the amount on deposit in the Reserve
Fund shall be less than $1,000,000.
(b) If there is a Required Subordination Draw Amount for
such Distribution Date, and such Distribution Date is not the Final Payment
Date, the Servicer shall apply or cause the Trustee to apply the Available
Seller's Collections on deposit in the Collection Account on such Distribution
Date, but only up to the amount of the Required Subordination Draw Amount, to
make the distributions required by Sections 4.06(a)(i), (ii) and (iv) that
have not been made through the application of funds from the Reserve Fund in
accordance with the preceding paragraph. If there is a Required Subordination
Draw Amount for such Distribution Date, and such Distribution Date is the
Final Payment Date, the Servicer shall apply or cause the Trustee to apply the
Available Seller's Collections on deposit in the Collection Account on such
Distribution Date, but only up to the amount of the Required Subordination
Draw Amount, to make the distributions required by Sections 4.06(a)(i), (ii),
(iv) and (v) that have not been made through the application of funds from the
Reserve Fund in accordance with Section 4.08(d). Any such Available Seller's
Collections remaining after the application thereof pursuant to the first or
second preceding sentence, as applicable, shall be treated as a portion of
Investor Principal Collections for such Distribution Date, but only up to the
amount of unpaid Adjustment Payments allocated to Series 1995-4A as described
in Section 4.05(a)(vi). The amount of the Available Seller's Collections
applied in accordance with the three preceding sentences shall reduce the
Available Subordinated Amount in all other cases as described in clause (A) of
the definition thereof. If the Required Subordination Draw Amount exceeds
Available Seller's Collections for such Distribution Date, the Available
Subordinated Amount shall be further reduced by the amount of such excess, but
not by more than the sum of (x) the Investor Default Amount and (y) the amount
of unpaid
39
Adjustment Payments allocated to Series 1995-4A as described in Section
4.05(a)(vi).
(c) If, after giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund made pursuant to
Sections 4.01(c), 4.04, 4.06(a), 4.08(a) and 4.08(e), (i) the amount in the
Reserve Fund is greater than the Reserve Fund Required Amount (or, for any
Distribution Date with respect to an Early Amortization Period, the Excess
Reserve Fund Required Amount) for such Distribution Date, the Servicer shall
cause the Trustee to distribute such excess amount to the Seller, subject to
the proviso contained in paragraph (f) or (ii) the amount in the Reserve Fund
is less than such Reserve Fund Required Amount, then the Trustee shall deposit
any remaining Available Seller's Collections on deposit in the Collection
Account for such Distribution Date after giving effect to Section 4.08(b) into
the Reserve Fund until the amount in the Reserve Fund is equal to such Reserve
Fund Required Amount. On the Termination Date, any funds in the Reserve Fund
will be treated as Available Investor Principal Collections.
(d) If, on the Final Payment Date, after giving effect to
(c) above, there is a Carry-over Amount or Additional Carry-over Amount after
giving effect to withdrawals from the Yield Supplement Account on such date,
the Servicer shall cause the Trustee to withdraw funds in the amount of such
Carry-over Amount or Additional Carry-over Amount from the Reserve Fund (to
the extent available therein), and distribute such funds to the Series 1995-4A
Certificateholders. Any funds remaining on deposit in the Reserve Fund after
the earlier of (i) payment in full of the outstanding principle balance of the
Series 1995-4A Certificates and (ii) the Series Termination Date shall be paid
to the Seller.
(e) If, for any Distribution Date with respect to an Early
Amortization Period, 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.
40
(f) The balance of Available Seller's Collections on any
Distribution Date, after giving effect to any distributions thereof pursuant
to Section 4.08(a), (b), (c) or (e), shall be distributed to the Seller on
such Distribution Date; provided that, in the case of any remaining Available
Seller's Principal Collections, if the Trust Available Subordinated Amount for
the immediately preceding Determination Date exceeds the Seller's
Participation Amount on such date (determined after giving effect to any
Principal Receivables transferred to the Trust on such Distribution Date),
Section 4.08(c) hereof shall not apply and the amount of such excess shall be
deposited into the Reserve Fund, with any remaining Available Seller's
Principal Collections paid to the Seller.
SECTION 4.09. Investor Charge-Offs. If, on any Distribution
Date on which the Available Subordinated Amount on the preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on such Distribution Date) is zero and the Deficiency
Amount for such Distribution Date is greater than zero, the Invested Amount
shall be reduced by the amount of the excess of such Deficiency Amount over
any remaining Available Subordinated Amount on such Determination Date, but
not by more than the Investor Default Amount (an "Investor Charge-Off").
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, commencing with the Initial
Distribution Date, 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;
41
(b) an amount equal to the aggregate outstanding amounts of
the Certificateholders Monthly Servicing Fee which have been
previously waived pursuant to Section 3.01 shall be distributed to
the Servicer; and
(c) the balance, if any, shall be distributed to
the Seller.
SECTION 4.11. Excess Principal Collections. (a) That portion
of Excess Principal Collections for any Distribution Date equal to the amount
of Series 1995-4A Excess Principal Collections for such Distribution Date will
be allocated to Series 1995-4A and will be distributed as set forth in this
Series Supplement.
(b) Series 1995-4A Excess Principal Collections, with
respect to any Distribution Date, shall mean an amount equal to the Series
1995-4A Principal Shortfall for such Distribution Date; provided, however,
that, if the aggregate amount of Excess Principal Collections for all Series
for such Distribution Date, and if such Distribution Date is a Special
Distribution Date, the immediately succeeding Distribution Date (as that term
is defined in the Agreement) is less than the aggregate amount of Principal
Shortfalls for all Series for such Distribution Date, and if such Distribution
Date is a Special Distribution Date, the immediately succeeding Distribution
Date (as that term is defined in the Agreement), then Series 1995-4A Excess
Principal Collections for such Distribution Date shall equal the product of
(x) Excess Principal Collections for all Series for such Distribution Date,
and if such Distribution Date is a Special Distribution Date, the immediately
succeeding Distribution Date (as that term is defined in the Agreement) and
(y) a fraction, the numerator of which is the Series 1995-4A 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, and if such Distribution Date is a Special Distribution Date, the
immediately succeeding Distribution Date (as that term is defined in the
Agreement). The Series 1995-4A Principal Shortfall, with respect to any
Distribution Date (as that term is defined in the Agreement), shall equal the
excess of (i) (x) for any Distribution Date with respect to the Accumulation
Period, the Controlled Distribution Amount, or (y) for any Distribution Date
with respect to an Early Amortization Period, the Invested Amount, over (ii)
Available Investor Principal Collections for such Distribution Date (excluding
42
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 January 1998 Distribution Date
will be deposited in the Principal Funding Account on such date. In addition,
no funds will be deposited in the Excess Funding Account during any Early
Amortization Period or with respect to any Collection Period following the
November 1997 Collection Period.
(b) On each Determination Date during the Revolving Period,
the Seller shall determine whether the sum of the Invested Amount (reduced for
this purpose by the amount, if any, by which the Required Participation Amount
exceeds the Pool Balance due to an increase in the Subordination Factor) and
the amount on deposit in the Excess Funding Account (other than any Investment
Proceeds) is greater than the outstanding principal balance of the Series
1995-4A Certificates. If on any such Determination Date such sum is greater
than the outstanding principal balance of the Series 1995-4A 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 1995-4A. 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
43
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. Beginning on the January 1998 Distribution Date, and
on each Distribution
44
Date thereafter that occurs prior to the Accumulation Period Commencement
Date, the Servicer shall calculate the Accumulation Period Length and, if
applicable, determine the Accumulation Period Commencement Date. Once the
Servicer has determined the Accumulation Period Commencement Date, the
Servicer shall promptly notify the Trustee in writing of such determination.
In connection therewith, the Seller hereby agrees not to cause the Trust to
issue any new Series during the period from the date hereof until the date
that the Series 1995-4A Certificates shall have been paid in full, if such
issuance would have an adverse effect on the results obtained by application
of the formula used to compute the Accumulation Period Length.
ARTICLE V
Distributions and Reports
to Series 1995-4A Certificateholders
SECTION 5.01. Distributions. (a) On each Distribution Date,
commencing with the Initial Distribution Date, the Trustee shall distribute to
each Series 1995-4A 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 1995-4A Certificates
held by such Certificateholder) of the amounts on deposit in the Series
1995-4A Accounts as is payable to the Series 1995-4A 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 1995-4A
Certificateholders hereunder shall be made by check mailed to each Series
1995-4A Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1995-4A
Certificate or the making of any notation thereon; provided, however, that,
with respect to Series 1995-4A 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 1995-4A
Certificateholders. (a) At least two Business Days prior to each Regular
Distribution Date, and on the Special Determination Date related to each
Special Distribution
45
Date, commencing with the Initial Distribution Date, the Servicer will provide
to the Trustee, and on each such Distribution Date, the Trustee shall forward
to each Series 1995-4A 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 1995-4A Certificates. Notwithstanding
anything to the contrary in the Agreement or this Series Supplement, the
Servicer will, if amounts are to be distributed to the Series 1995-4A
Certificateholders on the Termination Date, on June 1, 2000, deliver to the
Trustee the statement referred to above with respect to the June 2000
Distribution Date and deposit in the Collection Account any amounts then held
by the Servicer that are to be distributed to Series 1995-4A
Certificateholders on such Termination Date.
(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 1996, the Trustee shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a Series
1995-4A Certificateholder (or Certificate Owner), a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 1995-4A 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
1995-4A 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 1995-4A 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
46
SECTION 6.01. Additional Amortization Events. The occurrence
of any of the following events shall be deemed to be an Early Amortization
Event solely with respect to Series 1995-4A:
(a) on any Determination Date, the average of the Monthly
Payment Rates for the three preceding Collection Periods is less than
20%;
(b) on any Determination Date, the Available Subordinated
Amount for the next Distribution Date will be less than the Required
Subordinated Amount on such Determination Date, after giving effect
to the distributions to be made on the next Distribution Date;
(c) any Service Default with respect to Series 1995-4A
occurs;
(d) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal
Receivables relating to Used Vehicles exceeds 20% of the Pool Balance
on such last day;
(e) any Carry-over Amount or Additional Carry-over Amount is
outstanding on six consecutive Distribution Dates;
(f) the outstanding principal amount of the Series 1995-4A
Certificates is not repaid by the Expected Payment Date;
(g) the Trust shall file a petition commencing a voluntary
case under any chapter of the Federal bankruptcy laws; or the Trust
shall file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar
applicable Federal law, or shall consent to the filing of any such
petition, answer, or consent; or the Trust shall appoint, or consent
to the appointment of, a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property; or the
Trust shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they
become due; and
47
(h) any order for relief against the Trust shall have been
entered by a court having jurisdiction in the premises under any
chapter of the Federal bankruptcy laws, and such order shall have
continued undischarged or unstayed for a period of 60 days; or a
decree or order by a court having jurisdiction in the premises shall
have been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of the Trust
under any other similar applicable Federal law, and such decree or
order shall have continued undischarged or unstayed for a period of
120 days; or a decree or order of a court having jurisdiction in the
premises for the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Trust or of any substantial part of
its property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree or order shall have remained
in force undischarged or unstayed for a period of 120 days.
The Trustee agrees that upon gaining knowledge of the
occurrence of any event described in Section 9.01 of the Agreement or Section
6.01 of this Series Supplement it shall (a) promptly provide notice to the
Rating Agencies of the occurrence of such event and (b) notify the Series
1995-4A Certificateholders of the occurrence of such event within 45 days of
the expiration of the applicable grace period, if any. In the case of any
event described in Sections 9.01(f) or (g) of the Agreement or Section 6.01(c)
of this Series Supplement, an Early Amortization Event with respect to Series
1995-4A will be deemed to have occurred only if, after the applicable grace
period described in such Sections, if any, either the Trustee or Series
1995-4A Certificateholders evidencing more than 50% of the aggregate unpaid
principal amount of the Series 1995-4A Certificates by written notice to the
Seller and the Servicer (and the Trustee, if given by Series 1995-4A
Certificateholders) declare that an Early Amortization Event has occurred as
of the date of such notice. In the case of any other Early Amortization Event,
such Early Amortization Event will be deemed to have occurred immediately upon
the occurrence of such event, without any notice or other action on the part
of the Trustee or the Series 1995-4A Certificateholders.
In the case of any Early Amortization Event described in
Sections 9.01(a), (f) or (g) of the Agreement or this Section 6.01, other than
Sections 6.01(f), (g) or (h), provided that (i) no other Early Amortization
Event
48
(other than an Early Amortization Event which has resulted in an Early
Amortization Period which has terminated as described in clause (c) or clause
(d) of the definition thereof in this Series Supplement) has occurred and (ii)
the scheduled termination of the Revolving Period has not occurred, the
Trustee agrees that it shall request written confirmation from Standard &
Poor's that the termination of the Early Amortization Period caused by the
occurrence of such Early Amortization Event will not result in the downgrading
or withdrawal of such entity's rating of the Series 1995-4A Certificates.
The Trustee further agrees that, where applicable, it shall
promptly notify the Series 1995-4A Certificateholders that it has received the
written confirmation referred to in the preceding paragraph, and that the
Series 1995-4A Certificateholders may elect to terminate the related Early
Amortization Period.
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase. (a) On any Distribution
Date occurring after the date on which the Invested Amount is reduced to
$50,000,000 or less, the Seller shall have the option to purchase the entire
Series 1995-4A 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
8.01(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 Baa3
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
1995-4A
49
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 1995-4A Certificateholders' Interest would not be
considered a fraudulent conveyance under applicable law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant
to Section 2.03 of the Agreement; Distributions Pursuant to Section 7.01 of
this Series Supplement or Section 2.03 or 12.02(c) of the Agreement. (a) The
amount to be paid by the Seller to the Collection Account with respect to
Series 1995-4A in connection with a purchase of the Series 1995-4A
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 7.01 or 8.01 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 1995-4A
Certificates, plus the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest, Carry-over Amount or Additional
Carry-over Amount previously due but not paid to Series 1995-4A
Certificateholders on any prior Distribution Date, up to the Reassignment
Amount for Series 1995-4A and (ii) second, pay the remainder of any
Termination Proceeds to the Seller.
(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 7.01 or 8.01 and all other amounts on
deposit therein shall be distributed in full to the Series 1995-4A
50
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 1995-4A.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an amount
equal to the Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Allocable Principal Collections and deposit
such amount in the Principal Funding Account; provided that the amount of such
deposit shall not exceed the product of (x) the portion of the Insolvency
Proceeds allocated to Allocable Principal Collections and (y) 100% minus the
Excess Seller's Percentage with respect to the related Collection Period. The
remainder of the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections shall be allocated to the Seller's Interest and shall be
released to the Seller on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) deduct an amount equal to the sum of (i) Monthly Interest for such
Distribution Date, (ii) any Monthly Interest previously due but not
distributed on a prior Distribution Date, (iii) the amount of Additional
Interest, if any, for such Distribution Date and any Additional Interest
previously due but not distributed on a prior Distribution Date, (iv) any
Carry-over Amount for such Distribution Date and any Carry-over Amount
previously due but not distributed to the Series 1995-4A 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 1995-4A 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 1995-4A Certificateholders; provided
51
that the amount of such distribution shall not exceed (x) the product of (A)
the portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections and (B) 100% minus the Excess Seller's Percentage. The remainder
of the portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections shall be allocated to the Seller's Interest and shall be released
to the Seller on such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series
Supplement or in the Agreement, the entire amount deposited in the Principal
Funding Account and the Collection Account pursuant to this Section and all
other amounts on deposit therein shall be distributed in full to the Series
1995-4A 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 1995-4A.
ARTICLE IX
The Series 1995-4A Certificates
SECTION 9.01. Series 1995-4A Transfer Restrictions. (a)
Notwithstanding anything to the contrary herein or in the Agreement, no Series
1995-4A Certificate may be transferred by a Series 1995-4A Certificateholder
unless such Series 1995-4A Certificate is sold (i) in a transaction registered
under the Securities Act and any applicable state securities or "Blue Sky"
laws, or (ii) pursuant to Rule 144A. The Seller agrees to make available to
Series 1995-4A Certificateholders and prospective purchasers designated by
such Series 1995-4A Certificateholders the information required by Rule
144A(d)(4)(or any successor Rule thereto).
(b) Each purchaser of a Series 1995-4A Certificate, by its
acceptance thereof, will be deemed to have represented and agreed as follows:
(i) it understands and acknowledges that the Series 1995-4A
Certificates have not been and will not be registered under the
Securities Act or any other applicable securities law and, unless so
registered, may be offered, sold or otherwise transferred only
52
pursuant to Rule 144A and in compliance with the conditions for
transfer set forth in (iv) and (v) below;
(ii) it is a "qualified institution buyer" (a "QIB"), as
defined in Rule 144A, and it is aware that any sale of Series 1995-4A
Certificates to it will be made in reliance on its representation
that it is a QIB;
(iii) such acquisition will be for its own account or for
the account of another QIB;
(iv) it is purchasing the Series 1995-4A Certificates for
its own account, or for one or more investor accounts for which it is
acting as fiduciary or agent, in each case for investment, and not
with a view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act, subject to
any requirements of law that the disposition of its property or the
property of such investor account or accounts be at all times within
its or their control and subject to its or their ability to resell
such Series 1995-4A Certificates pursuant to Rule 144A;
(v) it agrees on its own behalf and on behalf of any
investor account for which it is purchasing the Series 1995-4A
Certificates to offer, sell or otherwise transfer such Series 1995-4A
Certificates only for so long as the Series 1995-4A Certificates are
eligible for resale under Rule 144A, to a person it reasonably
believes is a QIB that purchases for its own account or for the
account of a QIB to whom notice is given that the transfer is being
made in reliance on Rule 144A, subject in each of the foregoing cases
to any requirement of law that the disposition of its property or the
property of such investor account or accounts be at all times within
its or their control; and
(vi) it is not (x) an "employee benefit plan" within the
meaning of Section 3(3) of ERISA, (y) a "plan" within the meaning of
Section 4975(e)(1) of the Code or (z) any entity whose underlying
assets include plan assets by reason of an investment in the entity
by such an "employee benefit plan" or "plan".
(c) Notwithstanding Section 6.04(c)(i) of the Agreement, it
shall not be a condition to the registration
53
of the transfer of any Series 1995-4A Certificate that the Seller, the
Servicer and the Trustee receive an investment letter from the transferee with
respect to such transfer; provided, however, that if the Series 1995-4A
Certificates cease to be Book-Entry Certificates registered in the Certificate
Register in the name of the Depository Trust Company, as Depository, or its
nominee, it shall be a condition to the registration of the transfer of any
Series 1995-4A Certificate that the transferor or the transferee of such
Series 1995-4A Certificate, at its expense, provide the Seller, the Servicer
and the Trustee an investment letter from the transferee to the effect of the
representations and agreements set forth in (b) above.
(d) Each Series 1995-4A Certificate will contain a legend
substantially to the following effect:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B)
FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A.
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR
FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED
BELOW).
ARTICLE X
Miscellaneous Provisions
54
SECTION 10.01. Certain Permitted Actions; Amendments to the
Agreement; Additional Covenants. (a) Notwithstanding anything to the contrary
in the Agreement, funds on deposit in the Collection Account may be invested
in any Eligible Investments (as that term is defined in this Series
Supplement).
(b) Notwithstanding anything to the contrary in the
Agreement, including Section 2.07(c) thereof, the Seller shall not be required
to make any deposit to the Collection Account in respect of the Repurchased
Receivables Price of any receivables repurchased by the Seller from the Trust
pursuant to such Section.
(c) Notwithstanding anything to the contrary contained
herein or in the Agreement, the Seller shall have the right to require the
reassignment to it of all the Trust's right, title and interest in, to and
under the Receivables then existing and thereafter created, all monies due or
to become due and all amounts received with respect thereto and all proceeds
thereof in or with respect to the Accounts ("Automatic Removed Accounts")
designated by the Seller, upon satisfaction of the following conditions: (a)
on or before the fifth business day immediately preceding the date upon which
such Accounts are to be removed, the Seller shall have given the Trust, each
Enhancement Provider and the Rating Agencies a Removal Notice specifying the
date for removal of the Automatic Removed Accounts (the "Automatic Removal
Date"); (b) on or prior to the date that is five Business Days after the
Automatic Removal Date, the Seller shall have delivered to the Trustee a
computer file or microfiche or written list containing a true and complete
list of the Automatic Removed Accounts specifying for each such Account, as of
the removal notice date, its account number and the aggregate amount of
Receivables outstanding in such Account; (c) the Seller shall have represented
and warranted as of each Automatic Removal Date that the list of Automatic
Removed Accounts delivered pursuant to clause (b) above, as of the Automatic
Removal Date, is true and complete in all material respects; (d) the Trustee
shall have received confirmation from each Rating Agency that such removal
will not result in a reduction or withdrawal of such Rating Agency's rating of
any outstanding Series or Class of Certificates; (e) the Seller shall have
delivered to the Trustee, each Rating Agency and any Enhancement Providers an
officers' certificate, dated the Automatic Removal Date, to the effect that
the Seller reasonably believes that such removal will not cause an early
amortization event to occur with respect
55
to any Series; and (f) the Seller shall have delivered to the Trustee, each
Rating Agency and any Enhancement Providers a Tax Opinion, dated the Automatic
Removal Date, with respect to such removal.
Upon satisfaction of the above conditions, on the Automatic
Removal Date all the right, title and interest of the Trust in and to the
Receivables arising in the Automatic Removed Accounts, all monies due and to
become due and all amounts received with respect thereto and all proceeds
thereof shall be deemed removed from the Trust for all purposes.
(d) Notwithstanding anything to the contrary herein or in
the Agreement, subject to the other limitations described in Section 4.03 of
the Agreement, CCC need not deposit collections with respect to any Collection
Period in the Collection Account until the related Distribution Date.
(e) Unless otherwise agreed to by the Rating Agencies,
notwithstanding anything to the contrary herein or in the Agreement, the
Seller may from time to time, at its discretion, and subject only to the
limitations specified in this paragraph, designate Additional Accounts to be
added to the Trust. (Additional Accounts designated to be added to the Trust
in accordance with the provisions of this Section 10.01(e) are referred to
herein as "Automatic Additional Accounts".) On the Addition Date with respect
to any Automatic Additional Accounts, the Trust shall purchase the Receivables
in such Automatic Additional Accounts (and such Automatic Additional Accounts
shall be deemed to be Accounts for purposes of the Agreement) as of the close
of business on the applicable Additional Cut-Off Date, subject to the
satisfaction of the following conditions:
(i) such Automatic Additional Accounts shall be
Eligible Accounts;
(ii) the Seller shall, to the extent required by Section 4.03
of the Agreement, have deposited in the Collection Account all
Collections with respect to such Automatic Additional Accounts since
the Additional Cut-Off Date;
(iii) no selection procedures believed by the Seller to be
adverse to the interests of the Series 1995-4A Certificateholders
were used in selecting such Automatic Additional Accounts;
56
(iv) as of each of the Additional Cut-Off Date and the
Addition Date, no Insolvency Event with respect to CFC, CCC or the
Seller shall have occurred nor shall the transfer of the Receivables
arising in the Automatic Additional Accounts to the Trust have been
made in contemplation of the occurrence thereof;
(v) the addition of the Receivables arising in the Automatic
Additional Accounts shall not cause an early amortization event or
any event that, after the giving of notice or the lapse of time,
would constitute a early amortization event to occur with respect to
any Series;
(vi) on or before each Addition Date with respect to
Automatic Additional Accounts, the Seller shall have delivered to the
Trustee and the Rating Agencies (A) an Opinion of Counsel with
respect to the Receivables in the Automatic Additional Accounts
substantially in the form of Exhibit G-2 to the Agreement and (B) a
Tax Opinion with respect to such addition;
(vii) within ten Business Days of the date on which any such
Receivables are added to the Trust, the Seller shall have delivered
to the Trustee a written assignment and a computer file or a
microfiche list containing a true and complete list of the related
Automatic Additional Accounts specifying for each such Account its
account number, the collection status, the aggregate amount
outstanding in such Account and the aggregate amount of Principal
Receivables outstanding in such Account; and
(viii) the Seller shall have delivered to the Trustee an
Officer's Certificate of the Seller, dated the Addition Date, to the
effect that conditions (i) through (v) and (vii) above have been
satisfied.
The Seller hereby represents and warrants to the Trust as of
the related Addition Date as to the matters relating to it set forth in
paragraphs (iii) and (iv) above and that the file or list described below is,
as of the applicable Additional Cut-Off Date, true and complete in all
material respects.
In connection with the designation of Automatic Additional
Account to be added to the Trust, the Seller shall deliver to the Trustee (i)
the computer file or microfiche list required to be delivered pursuant to
57
Section 2.01 of the Agreement with respect to such Automatic Additional
Accounts and (ii) a duly executed, written Assignment (including an acceptance
by the Trustee for the benefit of the Certificateholders), substantially in
the form of Exhibit B (the "Assignment").
Unless each Rating Agency otherwise consents, the number of
Automatic Additional Accounts added to the Trust with respect to any of the
three consecutive Collection Periods beginning in January, April, July and
October of each calendar year shall not exceed 8% of the number of Accounts as
of the first day of the calendar year during which such Collection Periods
commence and the number of Automatic Additional Accounts designated during any
such calendar year shall not exceed 20% of the number of Accounts as of the
first day of such calendar year. On or before the first business day of each
Collection Period beginning in January, April, July and October of each
calendar year, the Seller shall have requested and obtained notification from
each Rating Agency of any limitations to the right of the Seller to designate
Eligible Accounts as Automatic Additional Accounts during any period which
includes such Collection Period. To the extent that Automatic Additional
Accounts have been added to the Trust during the three consecutive Collection
Periods ending in the calendar month prior to such date, on or before January
31, April 30, July 31, October 31 of each calendar year, the Trustee shall
have received confirmation from each Rating Agency that the addition of all
Automatic Additional Accounts included as Accounts during the three
consecutive Collection Periods ending in the calendar month prior to such date
shall not have resulted in any applicable Rating Agency reducing or
withdrawing its rating of any outstanding Series or Class of Certificates. If
such Rating Agency confirmation with respect to any Automatic Additional
Accounts is not so received, such Automatic Additional Accounts will be
removed from the Trust.
(f) Each Holder of a Series 1995-4A Certificate, by such
Holder's acceptance thereof, will be deemed to have consented to an amendment
to the Agreement that incorporates the provisions of Sections 10.01(a) and
10.01(b), 10.01(c), 10.01(d) and 10.01(e), it being understood that no such
amendment shall be effective unless and until each Series of Investor
Certificates issued prior to October 20, 1994 shall no longer be outstanding
or shall have consented to such amendment in accordance with the Agreement.
58
(g) Except for the conveyance hereunder to the Trustee, the
Seller will not sell, pledge, assign or transfer to any other Person any
rights it might have to funds on deposit in the Reserve Fund, the Principal
Funding Account, the Excess Funding Account or the Yield Supplement Account,
or Investment Proceeds with respect thereto.
SECTION 10.02. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement shall
be read, taken and construed as one and the same instrument.
SECTION 10.03. Counterparts. This Series Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts) each of which shall be an original, but all of which together
shall constitute one and the same instrument.
SECTION 10.04. Dealer Concentrations. So long as this Series
1995-4A shall be outstanding, on the last day of each Collection Period, the
Servicer shall determine if the aggregate amount of Principal Receivables due
from any Dealer or group of affiliated Dealers on such date is greater than
1.5% of the Pool Balance on such date. The Servicer shall promptly provide the
Trustee a report setting forth the basis for such determination. The Trustee
upon request from any Rating Agency will make such report available to such
Rating Agency.
SECTION 10.05. 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
59
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 s/David H. Olsen
----------------
CHRYSLER CREDIT CORPORATION,
Servicer,
by s/David H. Olsen
----------------
MANUFACTURERS AND TRADERS
TRUST COMPANY, Trustee,
by s/Leslie A. Boynton
-------------------
EXHIBIT A
[Form of Certificate]
FACE OF CERTIFICATE
Initial Invested Amount:
REGISTERED <F1>
$150,000,000
Certificate No. R-1
CUSIP NO. 141389AT3
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OR (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.
THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN (AS DEFINED BELOW).
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
<F1>Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
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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 1995-4A
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.
The Certificates may not be acquired by or for the account
of any employee benefit plan, trust or account, including an individual
retirement account, that is subject to the Employee Retirement Income Security
Act of 1974, as amended, or that is described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or an entity whose underlying
assets include plan assets by reason of a plan's investment in such entity (a
"Benefit Plan"). By accepting and holding this Certificate, the Holder hereof
shall be deemed to have represented and warranted that it is not a Benefit
Plan. By acquiring any interest in this Certificate, the applicable
Certificate Owner or Owners shall be deemed to have represented and warranted
that it or they are not Benefit Plans.
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
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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
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REVERSE OF CERTIFICATE
This certifies that Cede & Co. (the "Series 1995-4A
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 1995-4A Supplement dated as of April 30, 1995, (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 1995-4A 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.
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The Receivables consist of advances made directly or
indirectly by Chrysler Credit Corporation to domestic automobile dealers
franchised by Chrysler Corporation or any other automobile manufacturers.
Subject to the terms and conditions of the Agreement, the
Seller may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement to
which, as amended and supplemented from time to time, the Series 1995-4A
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 1995-4A Certificates have been (or will be) issued
with the intention that the Series 1995-4A Certificates will qualify under
applicable tax law as indebtedness of the Seller secured by the Receivables.
The Seller, each Beneficiary and each Certificateholder and Certificate Owner,
by the acceptance of its Certificate or Book-Entry Certificate, as applicable,
agrees to treat the Series 1995-4A Certificates as indebtedness of the Seller
secured by the Receivables for Federal income taxes, state and local income,
single business and franchise taxes and any other taxes imposed on or measured
by income.
On each Distribution Date, the Trustee shall distribute to
each Series 1995-4A 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
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fractional undivided interest represented by the Series 1995-4A 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 1995-4A
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 1995-4A 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 $50,000,000 or less, the Seller has the option, subject to the
condition set forth in Section 7.01(c) of the Series Supplement, to purchase
the entire Series 1995-4A 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 1995-4A 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
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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 1995-4A Certificates of
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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 1995-4A Certificates are
exchangeable for new Series 1995-4A 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.
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ASSIGNMENT
Social Security or other identifying number of assignee
________________
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto _______________________________________________
__________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _______________ _________________________*
Signature Guaranteed:
_________________________
________________
(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.
Exhibit B
Series 1995-4A
Series 95-4A Initial Amounts
----------------------------
Initial Invested Amount
Principal Accumulation Amount Conditional
Aggregate Subordinated Amount
Subordinated Amount
Swap Sub Amount
Required Reserve Pct
Monthly Servicing Fee Rate
Required Participation Pct
Subordination Factor
Expected Accumulation Period
Expected Final Payment Date
Initial Settlement Date
Spread to Index
Series 95-4A Monthly Reporting Excess
------------------------------ Series 95-4A Funding Acct
Principal Receivables Total Invested Amt Subordination Swap Sub Aggreg Sub Excess (Cash)
--------------------- ------------ ------------ ------------- -------- ---------- ------ -----------
Series Allocation Percentage
Beginning Balance
Floating Allocation Pct
Principal Collections
New Principal Receivables
Principal Default Amounts
Receivables Added for
Additional Accounts
Controlled Accumulation
Shortfall
Monthly Principal Accumulated
Principal Allocation Pct
Ending Balance
Floating Allocation Pct
Pool Factor
Non-Principal Receivables
-------------------------
Total Interest Collections
Interest Collections
Interest Collections on
"D" and "L"
Recoveries on Receivables
Written Off
Investment Income
Subordinated Amount & Reserve Fund Current Previous
---------------------------------- ------- --------
Beginning Subordination Amount
Required Subordination Draw Amount
Excess Servicing
Required Subordinated Amount
Available Subordination Amount
as of:
Initial Subordinated Amount
Incremental Subordination Amount Default Rec.
Overconcentration Amount
Installment Balance Amount
Other Ineligible Amounts
Beginning of Period
Seller's Participation Deficiency
Required Reduction of Invested Amount
End of Period
Seller's Participation Deficiency
Required Reduction of Invested Amount
Beginning Reserve Fund Balance
Reserve Fund Required Amount
Reserve Fund Draw
Reserve Fund Deposit Amount
Ending Reserve Fund Balance
Beginning Yield Supplement Account Balance
Yield Supplement Account Draw
Yield Supplement Account Deposit
Ending Yield Supplement Account Balance
Required Interest Distributions Current Previous
------------------------------- ------- --------
Available Non-Principal Collections
Investor Non-Principal Collections
Sub Non-Principal Collections
Investment Income
Total Non-Principal Available
Monthly Interest
Fed Funds Rate
Spread to Fed Funds Rate
Certificate Rate
Servicing Fee Rate
Asset Receivables Rate
Certificate Rate
Accrual From
Accrual To
Days in Period
Interest Shortfall
Additional Interest
Carry-over Amount
Carry-over Shortfall
Additional Carry-over Shortfall
Monthly Servicing Fee
Investor Monthly Servicing Fee
Reserve Fund Deposit Amount
Investor Default Amount
Excess Servicing and Sub Collections
Excess Sub Non-Principal Collections
Excess Servicing
Yield Supplement Draw
Deficiency Amount
Required Principal Distributions
--------------------------------
Investor Principal
Seller Monthly Principal
Funding Account Balances Beginning Reinv. Deposits Withdrawals Ending
------------------------ --------- ------ -------- ----------- ------
Excess Funding Account
Principal Funding Account
Total
Ending Series Allocation
Percentage (SAP)
Ending Pool Balance
SAP * Pool Balance
Reserve Fund Balance
Yield Supplement Account Balance
Total Funding Account Balances
Total Assets
Summary of Investor Distributions Per $1000 Start Tracking Accumulation Period Length?:
================================= Actual Certificate Accumulation Period Length:
Investor Monthly Principal
Investor Monthly Interest
Total Investor Distributions
SCHEDULE 1
Each of (i) the Principal Funding Account, (ii) the Excess
Funding Account, (iii) the Reserve Fund and (iv) the Yield Supplement Account
for the CARCO Auto Loan Master Trust, Series 1995-4A has been duly and validly
created with Manufacturers and Traders Trust Company in the name of
Manufacturers and Traders Trust Company as Trustee on behalf of the Series
1995-4A Certificateholders.
Principal Funding Account. . .(Account No. 185544004)
Excess Funding Account . . . .(Account No. 185544277)
Reserve Fund Account . . . . .(Account No. 185544095)
Yield Supplement Account . . .(Account No. 185544186)