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EXHIBIT 99.4
APPENDIX A
DEFINITIONS AND USAGE
Usage
The following rules of construction and usage shall be
applicable to any agreement or instrument that is governed by this Appendix:
(a) All terms defined in this Appendix shall have the defined meanings
when used in any agreement or instrument governed hereby and in any certificate
or other document made or delivered pursuant thereto unless otherwise defined
therein.
(b) As used herein, in any agreement or instrument governed hereby and
in any certificate or other document made or delivered pursuant thereto,
accounting terms not defined in this Appendix or in any such agreement,
instrument, certificate or other document, and accounting terms partly defined
in this Appendix or in any such agreement, instrument, certificate or other
document, to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles as in effect on the date of
such agreement or instrument. To the extent that the definitions of accounting
terms in this Appendix or in any such agreement, instrument, certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Appendix or in
any such instrument, certificate or other document shall control.
(c) The words "hereof," "herein," "hereunder" and words of similar
import when used in an agreement or instrument refer to such agreement or
instrument as a whole and not to any particular provision or subdivision
thereof; references in an agreement or instrument to "Article," "Section" or
another subdivision or to an attachment are, unless the context otherwise
requires, to an article, section or subdivision of or an attachment to such
agreement or instrument; and the term "including" means "including without
limitation."
(d) The definitions contained in this Appendix are equally applicable
to both the singular and plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.
(e) Any agreement, instrument or statute defined or referred to below
or in any agreement or instrument that is governed by this Appendix means such
agreement or instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.
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"Accrued Class A Monthly Pay Interest" shall mean, with
respect to any Monthly Distribution Date, the sum of the Monthly Pay Class A
Noteholders' Accrued Interest for such Monthly Distribution Date and the Monthly
Pay Class A Noteholders' Interest Carryover Shortfall for such Monthly
Distribution Date.
"Accrued Class A Quarterly Pay Interest" shall mean, with
respect to any Quarterly Payment Date, the sum of the Quarterly Pay Class A
Noteholders' Accrued Interest for such Monthly Distribution Date and the
Quarterly Pay Class A Noteholders' Interest Carryover Shortfall for such
Quarterly Payment Date.
"Accrued Class B Note Interest" shall mean, with respect to
any Monthly Distribution Date, the sum of the Class B Noteholders' Monthly
Accrued Interest for such Monthly Distribution Date and the Class B Noteholders'
Interest Carryover Shortfall for such Monthly Distribution Date.
"Accrued Class C Certificate Interest" shall mean, with
respect to any Monthly Distribution Date, the sum of the Class C
Certificateholders' Monthly Accrued Interest for such Monthly Distribution Date
and the Class C Certificate Interest Carryover Shortfall for such Monthly
Distribution Date.
"Accrued Class D Certificate Interest" shall mean, with
respect to any Monthly Distribution Date, the sum of the Class D
Certificateholders' Monthly Accrued Interest for such Monthly Distribution Date
and the Class D Certificateholders' Interest Carryover Shortfall for such
Monthly Distribution Date.
"Accrued Fixed Rate Payments" shall mean, with respect to any
Monthly Distribution Date, the total amount accrued at the applicable Fixed Rate
Class A Swap Rates on the notional amounts of the Quarterly Pay Class A Note
Interest Rate Swaps for such Monthly Distribution Date, computed on the basis of
a 360-day year consisting of twelve 30 day months for all purposes of the Basic
Documents.
"Accrued VPTN Interest" shall mean, with respect to any
Monthly Distribution Date, the sum of the Class VPTN Noteholders' Monthly
Accrued Interest for such Monthly Distribution Date and the Class VPTN
Noteholders' Interest Carryover Shortfall for such Monthly Distribution Date.
"Accumulation Account" shall mean the administrative
subaccount of the Collection Account established and maintained pursuant to
Section 4.1(f) of the Sale and Servicing Agreement.
"Act" shall have the meaning specified in Section 11.3(a) of
the Indenture.
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"Actuarial Advance" shall mean the amount, as of the last day
of a Collection Period, which the Servicer is required to advance on the
respective Actuarial Receivable pursuant to Section 4.4(a) of the Sale and
Servicing Agreement.
"Actuarial Method" shall mean the method of allocating a fixed
level payment on a Receivable between principal and interest, pursuant to which
the portion of such payment that is allocated to interest is the product of
one-twelfth (1/12) of the APR on the Receivable multiplied by the scheduled
principal balance of the Receivable.
"Actuarial Receivable" shall mean any Receivable under which
the portion of a payment with respect thereto allocable to interest and the
portion of a payment with respect thereto allocable to principal is determined
in accordance with the Actuarial Method.
"Additional Receivable" means a retail installment sale
contract which appears on the Schedule of Additional Receivables attached to a
First Tier Subsequent Assignment or Second Tier Subsequent Assignment, as
applicable, and any amendments, modifications or supplements to such retail
installment sale contract.
"Additional Receivables Purchase Price" means, with respect to
any Additional Receivables, the purchase price of such Additional Receivables
determined by multiplying the aggregate Principal Balance of such Additional
Receivables as of their respective Subsequent Cutoff Date by 94.63%.
"Administration Agreement" shall mean the Administration
Agreement, dated as of October 1, 2000, by and among the Administrator, the
Issuer and the Indenture Trustee.
"Administrator" shall mean Ford Credit, in its capacity as
administrator under the Administration Agreement, or any successor Administrator
thereunder.
"Affiliate" shall mean, with respect to any specified Person,
any other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used with
respect to any Person shall mean the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.
"Aggregate Certificate Balance" shall mean, as of any date of
determination, the sum of the Certificate Balance as of such date of the Class C
Certificates and the Certificate Balance as of such date of the Class D
Certificates.
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"Amortization Date" means the earlier of (i) the Scheduled
Amortization Date and (ii) the occurrence of an Early Amortization Event.
"Amortization Period" means the period starting on the
Amortization Date and ending on the date that all classes of Notes and
Certificates have been paid in full.
"Amount Financed" shall mean, with respect to a Receivable,
the amount advanced under the Receivable toward the purchase price of the
Financed Vehicle and any related costs.
"Annual Percentage Rate" or "APR" of a Receivable shall mean
the annual rate of finance charges stated in the Receivable.
"Applicable Tax State" shall mean, as of any date of
determination, each State as to which any of the following is then applicable:
(a) a State in which the Owner Trustee maintains its Corporate Trust Office, (b)
a State in which the Owner Trustee maintains its principal executive offices,
and (c) the State of Michigan.
"Assignment" shall mean the document of assignment attached as
Exhibit A to the Purchase Agreement.
"Authenticating Agent" shall have the meaning specified in
Section 2.14 of the Indenture.
"Authorized Newspaper" shall mean a major newspaper, in the
official language of the country of publication, customarily published at least
once a day for at least five days in each calendar week, and of general
circulation in Luxembourg.
"Authorized Officer" shall mean, (i) with respect to the
Issuer, any officer within the Corporate Trust Office of the Owner Trustee,
including any vice president, assistant vice president, secretary, assistant
secretary or any other officer of the Owner Trustee customarily performing
functions similar to those performed by any of the above designated officers
and, for so long as the Administration Agreement is in full force and effect,
any officer of the Administrator who is authorized to act for the Administrator
in matters relating to the Issuer and to be acted upon by the Administrator
pursuant to the Administration Agreement; and (ii) with respect to the Indenture
Trustee or the Owner Trustee, any officer within the Corporate Trust Office of
the Indenture Trustee or the Owner Trustee, as the case may be, including any
vice president, assistant vice president, secretary, assistant secretary or any
other officer of the Indenture Trustee or the Owner Trustee, as the case may be,
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and
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familiarity with the particular subject and shall also mean, with respect to the
Owner Trustee, any officer of the Administrator.
"Available Collections" shall mean, for any Monthly
Distribution Date, the sum of the following amounts with respect to the
Collection Period preceding such Monthly Distribution Date: (i) all scheduled
payments and all prepayments in full collected with respect to Actuarial
Receivables (including amounts withdrawn from the Payahead Account but excluding
amounts deposited into the Payahead Account) and all payments collected with
respect to Simple Interest Receivables; (ii) all Liquidation Proceeds
attributable to Receivables which became Liquidated Receivables during such
Collection Period in accordance with the Servicer's customary servicing
procedures, and all recoveries in respect of Liquidated Receivables which were
written off in prior Collection Periods; (iii) all Actuarial Advances made by
the Servicer of principal due on the Actuarial Receivables; (iv) all Monthly
Advances made by the Servicer of interest due on the Receivables and all amounts
advanced by the Servicer pursuant to Section 4.4(c) of the Sale and Servicing
Agreement; (v) the Purchase Amount received with respect to each Receivable that
became a Purchased Receivable during such Collection Period; (vi) any
reinvestment earnings from Permitted Investments in the Accumulation Account;
(vii) on any Quarterly Payment Date, the excess of the amount on deposit in the
Class A Quarterly Interest Funding Account and the aggregate amount of interest
due on the Quarterly Pay Class A Notes after giving effect to all deposits into
such account and the payment of the Net Swap Payments on the Quarterly Pay
Floating Rate Class A Note Interest Rate Swaps on such Quarterly Payment Date;
and (viii) partial prepayments of any refunded item included in the principal
balance of a Receivable, such as extended warranty protection plan costs, or
physical damage, credit life, disability insurance premiums, or any partial
prepayment which causes a reduction in the Obligor's periodic payment to an
amount below the Scheduled Payment as of the Initial Cutoff or any Subsequent
Cut-Off Date; provided, however, that in calculating the Available Collections
the following will be excluded: (i) amounts received on any Receivable to the
extent that the Servicer has previously made an unreimbursed Monthly Advance on
such Receivable; (ii) amounts received on any of the Receivables to the extent
that the Servicer has previously made an unreimbursed Monthly Advance on a
Receivable which is not recoverable from collections on the particular
Receivable; (iii) Liquidation Proceeds with respect to a particular Actuarial
Receivable to the extent of any unreimbursed Actuarial Advances thereon; (iv)
all payments and proceeds (including Liquidation Proceeds) of any Receivables
the Purchase Amount of which has been included in the Available Funds in a prior
Collection Period; (v) Liquidation Proceeds with respect to a Simple Interest
Receivable attributable to accrued and unpaid interest thereon (but not
including interest for the then current Collection Period) but only to the
extent of any unreimbursed Simple Interest Advances; (vi) amounts constituting
the Supplemental Servicing Fee; (vii) amounts on deposit in the Accumulation
Account (exclusive of investment earnings from Permitted Investments); (viii)
amounts on deposit in the Class A Quarterly Interest Funding Account (except to
the extent of, on any Quarterly Payment Date, amounts that are not required to
pay the
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amount of interest due on the Quarterly Pay Class A Notes); and (ix) any amounts
on deposit in the VPTN Proceeds Account.
"Available Funds" shall mean, for any Monthly Distribution
Date, the sum of (i) the Available Collections for such Monthly Distribution
Date, (ii) the Reserve Account Release Amount for such Monthly Distribution
Date, (iii) the Net Swap Receipts on the Monthly Pay Class A Note Interest Rate
Swaps and the Variable Pay Term Notes Interest Rate Swap received by the Issuer
from the Swap Counterparties since the prior Monthly Distribution Date and (iv)
and any Swap Termination Payments received from the Swap Counterparties since
the prior Monthly Distribution Date which will not be as consideration for a
replacement Interest Rate Swap Agreement.
"Bank" shall mean The Bank of New York, a New York banking
corporation.
"Bankruptcy Code" shall mean the United States Bankruptcy
Code, 11 U.S.C. 101 et seq., as amended.
"Basic Documents" shall mean the Certificate of Limited
Partnership, the Limited Partnership Agreement, the Certificate of Trust, the
Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the
Indenture, the Administration Agreement, the Note Depository Agreement, the
Interest Rate Swap Agreements, the Control Agreement and the other documents and
certificates delivered in connection therewith.
"Book-Entry Note" shall mean a beneficial interest in any of
the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes, the Class A-5 Notes and the Class B Notes, in each case issued in
book-entry form as described in Section 2.11 of the Indenture.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions or trust companies in New York,
New York or the State of Delaware are authorized or obligated by law, regulation
or executive order to remain closed.
"Business Trust Statute" shall mean Chapter 38 of Title 12 of
the Delaware Code, 12 Delaware Code Section 3801 et seq., as amended.
"Calculation Agent" shall mean the calculation agent appointed
to calculate interest rates and interest amounts on the Floating Rate Class A
Notes and VPTNs and to perform other duties pursuant to Section 3.19 of the
Indenture, and shall initially be The Chase Manhattan Bank.
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"Capital Account" shall mean the account established pursuant
to Section 3.2 of the Trust Agreement and the amount of any Certificateholder's
Capital Account shall be the amount determined in accordance with such Section
3.2 of the Trust Agreement.
"Certificates" shall mean the Class C Certificates and the
Class D Certificates, collectively.
"Certificate Balance" shall mean, with respect to each Class
of Certificates and as the context so requires, (i) with respect to all
Certificates of such Class, an amount equal to, initially, the Initial
Certificate Balance of such Class of Certificates and, thereafter, an amount
equal to the Initial Certificate Balance of such Class of Certificates, reduced
by all amounts distributed to Certificateholders of such Class of Certificates
and allocable to principal or (ii) with respect to any Certificate of such
Class, an amount equal to, initially, the initial denomination of such
Certificate and, thereafter, an amount equal to such initial denomination,
reduced by all amounts distributed in respect of such Certificate and allocable
to principal; provided, that in determining whether the Certificateholders of
Certificates evidencing the requisite portion or percentage of the Aggregate
Certificate Balance have given any request, demand, authorization, direction,
notice, consent, or waiver hereunder or under any Basic Document, Certificates
owned by the Issuer, any other obligor upon the Certificates, the Seller, the
Servicer or any Affiliate of any of the foregoing Persons shall be disregarded
and deemed to be excluded from the Certificate Balance of the applicable Class,
except that, in determining whether the Indenture Trustee and Owner Trustee
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent, or waiver, only Certificates that a Trustee Officer
of the Indenture Trustee, if applicable, and an Authorized Officer of the Owner
Trustee with direct responsibility for the administration of the Trust
Agreement, if applicable, knows to be so owned shall be so disregarded.
Certificates so owned that have been pledged in good faith may be regarded as
included in the Certificate Balance of the applicable Class if the pledgee
establishes to the satisfaction of the Indenture Trustee or the Owner Trustee,
as applicable, the pledgee's right so to act with respect to such Certificates
and that the pledgee is not the Issuer, any other obligor upon the Certificates,
the Seller, the Servicer or any Affiliate of any of the foregoing Persons.
"Certificate Distribution Account" shall mean each of the
Certificate Interest Distribution Account and the Certificate Principal
Distribution Account.
"Certificate Interest Distribution Account" shall mean the
account established and maintained as such pursuant to Section 4.1(c) of the
Sale and Servicing Agreement.
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"Certificate Principal Distribution Account" shall mean the
account established and maintained as such pursuant to Section 4.1(c) of the
Sale and Servicing Agreement.
"Certificateholder" shall mean a Person in whose name a
Certificate is registered in the Certificate Register.
"Certificate of Limited Partnership" shall mean the
Certificate of Limited Partnership of the Depositor filed for the Depositor
pursuant to Section 17-201(a) of the Limited Partnership Act.
"Certificate of Trust" shall mean the Certificate of Trust in
the form of Exhibit F to the Trust Agreement filed for the Trust pursuant to
Section 3810(a) of the Business Trust Statute.
"Certificate Paying Agent" shall mean any paying agent or
co-paying agent appointed pursuant to Section 3.10 of the Trust Agreement and
shall initially be the Owner Trustee.
"Certificate Pool Factor" shall mean, with respect to each
Class of Certificates as of the close of business on the last day of a
Collection Period, a seven-digit decimal figure equal to the Certificate Balance
of such Class of Certificates (after giving effect to any reductions therein to
be made on the immediately following Monthly Distribution Date) divided by the
Initial Certificate Balance of such Class of Certificates. Each Certificate Pool
Factor will be 1.0000000 as of the Closing Date; thereafter, each Certificate
Pool Factor will decline to reflect reductions in the Certificate Balance of the
applicable Class of Certificates.
"Certificate Register" and "Certificate Registrar" shall have
the respective meanings specified in Section 3.5 of the Trust Agreement.
"Class" shall mean (i) a class of Notes, which may be the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
the Class A-5 Notes, the Class B Notes or the VPTNs or (ii) a Class of
Certificates, which may be the Class C Certificates or the Class D Certificates.
"Class A Notes" shall mean, collectively, the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5
Notes.
"Class A Percentage" means, for a Monthly Distribution Date
(including a Monthly Distribution Date which is a Quarterly Payment Date), the
percentage equal to a fraction, the numerator of which is the outstanding
principal balance of the Class A Notes and the denominator of which is the sum
of the outstanding principal balance of the Class
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A Notes plus the outstanding principal balance of the VPTNs, in each case at the
close of the immediately preceding Monthly Distribution Date (or, in the case of
the first Monthly Distribution Date, the Closing Date).
"Class A Quarterly Interest Funding Account" shall mean the
account established and maintained as such pursuant to Section 4.1(h) of the
Sale and Servicing Agreement.
"Class A Quarterly Interest Funding Account Deposit Amount"
shall mean, with respect to any Monthly Distribution Date, the total amount
deposited into the Class A Quarterly Interest Funding Account pursuant to
Sections 8.2(c)(ii)(B) and 8.2(c)(iii)(1) of the Indenture.
"Class A-1 Final Scheduled Monthly Distribution Date" shall
mean the August 2003 Monthly Distribution Date.
"Class A-1 Noteholder" shall mean the Person in whose name a
Class A-1 Note is registered on the Note Register.
"Class A-1 Notes" shall mean the $906,000,000 aggregate
initial principal amount Class A-1 Floating Rate Asset Backed Notes issued by
the Trust pursuant to the Indenture, substantially in the form of Exhibit A-1 to
the Indenture.
"Class A-1 Rate" shall mean LIBOR plus [ ]% per annum.
Interest with respect to the Class A-1 Notes shall be computed on the basis of
actual days elapsed and a 360-day year for all purposes of the Basic Documents.
"Class A-2 Final Scheduled Monthly Distribution Date" shall
mean the May 2004 Monthly Distribution Date.
"Class A-2 Noteholder" shall mean the Person in whose name a
Class A-2 Note is registered on the Note Register.
"Class A-2 Notes" shall mean the $701,000,000 aggregate
initial principal amount Class A-2 [ ]% Asset Backed Notes issued by the Trust
pursuant to the Indenture, substantially in the form of Exhibit A-2 to the
Indenture.
"Class A-2 Rate" shall mean [ ]% per annum. Interest with
respect to the Class A-2 Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.
"Class A-3 Final Scheduled Monthly Distribution Date" shall
mean the November 20004 Monthly Distribution Date.
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"Class A-3 Noteholder" shall mean the Person in whose name a
Class A-3 Note is registered on the Note Register.
"Class A-3 Notes" shall mean the $520,000,000 aggregate
initial principal amount Class A-3 [ ]% Asset Backed Notes issued by the Trust
pursuant to the Indenture, substantially in the form of Exhibit A-3 to the
Indenture.
"Class A-3 Rate" shall mean [ ]% per annum. Interest with
respect to the Class A-3 Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.
"Class A-4 Final Scheduled Monthly Distribution Date" shall
mean the May 2005 Monthly Distribution Date.
"Class A-4 Noteholder" shall mean the Person in whose name a
Class A-4 Note is registered on the Note Register.
"Class A-4 Notes" shall mean the $343,000,000 aggregate
initial principal amount Class A-4 Floating Rate Asset Backed Notes issued by
the Trust pursuant to the Indenture, substantially in the form of Exhibit A-4 to
the Indenture.
"Class A-4 Rate" shall mean LIBOR plus [ ]% per annum.
Interest with respect to the Class A-4 Notes shall be computed on the basis of
actual days elapsed and a 360-day year for all purposes of the Basic Documents.
"Class A-5 Final Scheduled Monthly Distribution Date" shall
mean the October 2005 Monthly Distribution Date.
"Class A-5 Noteholder" shall mean the Person in whose name a
Class A-5 Note is registered on the Note Register.
"Class A-5 Notes" shall mean the $159,722,000 aggregate
initial principal amount Class A-5 Floating Rate Asset Backed Notes issued by
the Trust pursuant to the Indenture, substantially in the form of Exhibit A-5 to
the Indenture.
"Class A-5 Rate" shall mean LIBOR plus [ ]% per annum.
Interest with respect to the Class A-5 Notes shall be computed on the basis of
actual days elapsed and a 360-day year for all purposes of the Basic Documents.
"Class B Final Scheduled Monthly Distribution Date" shall mean
the March 2006 Monthly Distribution Date.
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"Class B Noteholder" shall mean the Person in whose name a
Class B Note is registered on the Note Register.
"Class B Noteholders' Interest Carryover Shortfall" shall
mean, with respect to any Monthly Distribution Date, the excess of the Class B
Noteholders' Monthly Accrued Interest for the preceding Monthly Distribution
Date and any outstanding Class B Noteholders' Interest Carryover Shortfall on
such preceding Monthly Distribution Date, over the amount in respect of interest
that is actually paid to Noteholders of Class B Notes on such preceding Monthly
Distribution Date, plus interest on the amount of interest due but not paid to
Noteholders of Class B Notes on the preceding Monthly Distribution Date, to the
extent permitted by law, at the Class B Rate for the related Interest Period.
"Class B Noteholders' Monthly Accrued Interest" shall mean,
with respect to any Monthly Distribution Date, the aggregate interest accrued
for the related Interest Period on the Class B Notes at the Class B Rate on the
outstanding principal amount of the Class B Notes on the immediately preceding
Monthly Distribution Date or the Closing Date, as the case may be, after giving
effect to all payments of principal to the Noteholders of the Class B Notes on
or prior to such preceding Monthly Distribution Date.
"Class B Notes" shall mean the $97,397,000 aggregate initial
principal amount Class B [ ]% Asset Backed Notes issued by the Trust pursuant to
the Indenture, substantially in the form of Exhibit B to the Indenture.
"Class B Rate" shall mean [ ]% per annum. Interest with
respect to the Class B Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.
"Class C Certificateholder" shall mean the Person in whose
name a Class C Certificate is registered in the Certificate Register.
"Class C Certificateholders' Interest Carryover Shortfall"
shall mean, with respect to any Monthly Distribution Date, the excess of the sum
of the Class C Certificateholders' Monthly Accrued Interest for the preceding
Monthly Distribution Date and any outstanding Class C Certificateholders'
Interest Carryover Shortfall from the close of business on such preceding
Monthly Distribution Date, over the amount in respect of interest that is
actually paid to Class C Certificateholders on such preceding Monthly
Distribution Date, plus thirty (30) days of interest on such excess, to the
extent permitted by law, at the Class C Rate.
"Class C Certificateholders' Monthly Accrued Interest" shall
mean, with respect to any Monthly Distribution Date, thirty (30) days of
interest (or, in the case of the first Monthly Distribution Date, interest
accrued from and including the Closing Date to but excluding such Monthly
Distribution Date) at the Class C Rate on the Certificate
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Balance of the Class C Certificates on the immediately preceding Monthly
Distribution Date or the Closing Date, as the case may be, after giving effect
to all distributions allocable to the reduction of the Certificate Balance of
the Class C Certificates made on or prior to such preceding Monthly Distribution
Date.
"Class C Certificates" shall mean the $55,656,000 aggregate
initial principal balance Class C [ ]% Asset Backed Certificates evidencing the
beneficial interest of a Class C Certificateholder in the property of the Trust,
substantially in the form of Exhibit A to the Trust Agreement; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement, the Indenture and
the Trust Agreement.
"Class C Final Scheduled Monthly Distribution Date" shall mean
the July 2006 Monthly Distribution Date.
"Class C Rate" shall mean [ ]% per annum. Interest with
respect to the Class C Certificates shall be computed on the basis of a 360-day
year consisting of twelve 30-day months for all purposes of the Basic Documents.
"Class D Certificateholder" shall mean the Person in whose
name a Class D Certificate is registered in the Certificate Register.
"Class D Certificateholders' Interest Carryover Shortfall"
shall mean, with respect to any Monthly Distribution Date, the excess of the sum
of the Class D Certificateholders' Monthly Accrued Interest for the preceding
Monthly Distribution Date and any outstanding Class D Certificateholders'
Interest Carryover Shortfall from the close of business on such preceding
Monthly Distribution Date, over the amount in respect of interest that is
actually paid to Class D Certificateholders on such preceding Monthly
Distribution Date, plus thirty (30) days of interest on such excess, to the
extent permitted by law, at the Class D Rate.
"Class D Certificateholders' Monthly Accrued Interest" shall
mean, with respect to any Monthly Distribution Date, thirty (30) days of
interest (or, in the case of the first Monthly Distribution Date, interest
accrued from and including the Closing Date to but excluding such Monthly
Distribution Date) at the Class D Rate on the Certificate Balance of the Class D
Certificates on the immediately preceding Monthly Distribution Date or the
Closing Date, as the case may be, after giving effect to all distributions
allocable to the reduction of the Certificate Balance of the Class D
Certificates made on or prior to such preceding Monthly Distribution Date.
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"Class D Certificates" shall mean the $55,656,000 aggregate
initial principal balance Class D [ ]% Asset Backed Certificates evidencing the
beneficial interest of a Class D Certificateholder in the property of the Trust,
substantially in the form of Exhibit B to the Trust Agreement; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Certificateholders to
receive distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement, the Indenture and
the Trust Agreement.
"Class D Final Scheduled Monthly Distribution Date" shall mean
the April 2008 Monthly Distribution Date.
"Class D Rate" shall mean [ ]% per annum. Interest with
respect to the Class D Certificates shall be computed on the basis of a 360-day
year consisting of twelve 30-day months for all purposes of the Basic Documents.
"Clearing Agency" shall mean an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.
"Clearing Agency Participant" shall mean a broker, dealer,
bank, other financial institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.
"Closing Date" shall mean October [ ], 2000.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and Treasury Regulations promulgated thereunder.
"Collateral" shall have the meaning specified in the Granting
Clause of the Indenture.
"Collection Account" shall mean the account or accounts
established and maintained as such pursuant to Section 4.1(a) of the Sale and
Servicing Agreement.
"Collection Period" shall mean each calendar month during the
term of this Agreement or, in the case of the initial Collection Period after
the Initial Cutoff Date or any Subsequent Cutoff Date, the period from such
Cutoff Date to and including the last day of the month in which the Cutoff Date
occurred. Any amount stated "as of the close of business of the last day of a
Collection Period" shall give effect to the following calculations as determined
as of the end of the day on such last day: 1) all applications of collections,
2) all current and previous Payaheads, 3) all applications of Payahead Balances,
4) all Monthly Advances and reductions of Outstanding Monthly Advances and 5)
all distributions.
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"Collections" shall mean all amounts collected by the Servicer
(from whatever source) on or with respect to the Receivables.
"Commission" shall mean the Securities and Exchange
Commission.
"Computer Tape" shall mean the computer tape generated by the
Seller which provides information relating to the Receivables and which is used
by the Seller in selecting the Receivables conveyed to the Trust.
"Control Agreement" shall mean the Securities Account Control
Agreement, dated as of the Closing Date, by and among the Seller, the Issuer,
the Indenture Trustee and The Chase Manhattan Bank in its capacity as a
securities intermediary.
"Controlling Certificate Class" shall mean, with respect to
any Class C Certificates outstanding, the Class C Certificates as long as any
Class C Certificates are outstanding and thereafter the Class D Certificates so
long as any Class D Certificates are outstanding.
"Controlling Note Class" shall mean, with respect to any Notes
Outstanding, the Class A Notes and the VPTNs as long as any Class A Notes or
VPTNs are Outstanding and, thereafter, the Class B Notes as long as any Class B
Notes are Outstanding (excluding Notes held by the Seller, the Servicer or their
Affiliates).
"Corporate Trust Office" shall mean, (i) with respect to the
Owner Trustee, the principal corporate trust office of the Owner Trustee located
at 101 Barclay Avenue, Floor 12 East, New York, New York 10286 or at such other
address as the Owner Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Owner Trustee (the address of which the successor Owner Trustee
will notify the Certificateholders and the Depositor); (ii) with respect to the
Delaware Trustee, the principal corporate trust office of the Delaware Trustee
located at White Clay Center, Route 273, Newark, Delaware 19711 or at such other
address as the Delaware Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Delaware Trustee (the address of which the successor Delaware
Trustee will notify the Certificateholders and the Depositor); (iii) with
respect to the Indenture Trustee, the principal corporate trust office of the
Indenture Trustee located at 450 West 33rd Street, New York, New York 10001, or
at such other address as the Indenture Trustee may designate from time to time
by notice to the Noteholders and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Issuer); and (iv) with
respect to the Luxembourg Paying Agent, the principal corporate trust office of
the Luxembourg Paying Agent located at 69, route d'Esch, L-2953 Luxembourg, or
at such other address as the Luxembourg Paying Agent may designate from time to
time by notice
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to the Class A Noteholders, Class B Noteholders, the Note Registrar and the
Issuer, or the principal corporate office of any successor Luxembourg Paying
Agent (the address of which the successor Luxembourg Paying Agent will notify
the Noteholders and the Issuer).
"Co-Trustees" shall mean, individually and collectively, the
Owner Trustee and the Delaware Trustee.
"Cutoff Date" shall mean the Initial Cutoff Date with respect
to an Initial Receivable or the applicable Subsequent Cutoff Date with respect
to any Additional Receivable.
"Dealer" shall mean the dealer who sold a Financed Vehicle and
who originated and assigned the respective Receivable to Ford Credit or PRIMUS
under an existing agreement between such dealer and either Ford Credit or
PRIMUS.
"Dealer Recourse" shall mean, with respect to a Receivable (i)
any amount paid by a Dealer or credited against a reserve established for, or
held on behalf of, a Dealer in excess of that portion of finance charges rebated
to the Obligor which is attributable to the Dealer's participation, if any, in
the Receivable, and (ii) all recourse rights against the Dealer which originated
the Receivable and any successor Dealer.
"Default" shall mean any occurrence that is, or with notice or
the lapse of time or both would become, an Event of Default.
"Definitive Notes" shall have the meaning specified in Section
2.11 of the Indenture.
"Delaware Trustee" shall mean The Bank of New York (Delaware),
a Delaware banking corporation, not in its individual capacity but solely as
Delaware Trustee under the Trust Agreement, or any successor Delaware Trustee
under the Trust Agreement.
"Depositor" shall mean the Seller in its capacity as Depositor
under the Trust Agreement.
"Determination Date" shall mean, with respect to any
Collection Period, the third London Banking Day immediately preceding the
Monthly Distribution Date following such Collection Period.
"Early Amortization Event" shall mean any of the following:
(1) the Three-Month Rolling Average Delinquency Ratio exceeds 2.25%; (2) the
Three-Month Rolling Average Realized Loss Ratio exceeds 1.75%; (3) the amount on
deposit in the
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Reserve Account shall be less than 75% of the Specified Reserve Balance for
three consecutive months; (4) after application of funds to the Seller in
consideration of Additional Receivables on any Subsequent Transfer Date, the
amount of unreinvested principal collections deposited to the Accumulation
Account on any Monthly Distribution Date during the Revolving Period exceeds
1.00% of the aggregate principal balance of the Receivables (with such principal
balance calculated as though all amounts deposited into the Accumulation Account
had been invested in Receivables and not including any reinvestment income from
Permitted Investments in the Accumulation Account); (5) the occurrence of an
Event of Servicing Termination; (6) the occurrence of an Event of Default; and
(7) an event of default or a termination event under one or more of the Interest
Rate Swaps in which an election is made to terminate the swap and a failure to
enter into a replacement Interest Rate Swap or Interest Rate Swaps on
substantially similar terms with a replacement swap counterparty within 30 days
after the date of such termination. "Eligible Purchaser" means either FCAR Owner
Trust or another purchaser eligible to purchase a VPTN under the Securities Act
and any applicable State securities law.
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
"Event of Default" shall have the meaning specified in Section
5.1 of the Indenture.
"Event of Servicing Termination" shall mean an event specified
in Section 7.1 of the Sale and Servicing Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Executive Officer" shall mean, with respect to any
corporation, the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, President, Executive Vice President, any Vice President, the
Secretary or the Treasurer of such corporation and, with respect to any
partnership, any general partner thereof.
"Expenses" shall have the meaning assigned to such term in
Section 8.2 of the Trust Agreement.
"Final Scheduled Maturity Date" shall mean no later than [ ]
2008.
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"Financed Vehicle" shall mean a new or used automobile or
light truck, together with all accessions thereto, securing an Obligor's
indebtedness under the respective Receivable.
"First Priority Principal Distribution Amount" shall mean,
with respect to any Monthly Distribution Date, an amount equal to the excess, if
any, of (a) the aggregate outstanding principal amount of the Class A Notes and
VPTNs as of the preceding Monthly Distribution Date (after giving effect to any
principal payments made on the Class A Notes and VPTNs and the issuance of any
additional VPTNs on such preceding Monthly Distribution Date) less the amount on
deposit in the Accumulation Account (exclusive of investment earnings from
Permitted Investments) after giving effect to all principal payments on the
Class A Notes and VPTNs on such preceding Monthly Distribution Date over (b) the
difference between (1) the Pool Balance at the end of the Collection Period
preceding such Monthly Distribution Date minus (2) the Yield Supplement
Overcollateralization Amount for such Monthly Distribution Date; provided,
however, that the First Priority Principal Distribution Amount shall not exceed
the sum of the aggregate outstanding principal amount of all of the Notes and
the Aggregate Certificate Balance of all of the Certificates on such Monthly
Distribution Date (prior to giving effect to any principal payments made on the
Securities on such Monthly Distribution Date); and provided, further, that (i)
the First Priority Principal Distribution Amount on and after the Class A-1
Final Scheduled Monthly Distribution Date shall not be less than the amount that
is necessary to reduce the outstanding principal amount of the Class A-1 Notes
to zero; (ii) the First Priority Principal Distribution Amount on and after the
Class A-2 Final Scheduled Monthly Distribution Date shall not be less than the
amount that is necessary to reduce the outstanding principal amount of the Class
A-2 Notes to zero; (iii) the First Priority Principal Distribution Amount on and
after the Class A-3 Final Scheduled Monthly Distribution Date shall not be less
than the amount that is necessary to reduce the outstanding principal amount of
the Class A-3 Notes to zero; (iv) the First Priority Principal Distribution
Amount on and after the Class A-4 Final Scheduled Monthly Distribution Date
shall not be less than the amount that is necessary to reduce the outstanding
principal amount of the Class A-4 Notes to zero; (v) the First Priority
Principal Distribution Amount on and after the Class A-5 Final Scheduled Monthly
Distribution Date shall not be less than the amount that is necessary to reduce
the outstanding principal amount of the Class A-5 Notes to zero; and (vi) the
First Priority Principal Distribution Amount on and after the VPTN Final
Scheduled Monthly Distribution Date shall not be less than the amount that is
necessary to reduce the outstanding principal amount of all the outstanding
VPTNs to zero.
"First Tier Subsequent Assignment" shall mean a duly executed
written assignment, substantially in the form of Exhibit C to the Purchase
Agreement, which shall include a Schedule of Additional Receivables attached
thereto listing the Additional Receivables by which Ford Credit shall sell,
transfer, assign and otherwise convey Subsequent Purchased Property to the
Seller on Subsequent Transfer Dates.
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"Fitch" shall mean Fitch, Inc.
"Fixed Class A Interest Rate Swap Rate" shall mean, with
respect to a Floating Rate Class A Note Interest Rate Swap, (i) until the
Targeted Scheduled Distribution Date of the related Subclass of Class A Notes
and, if an Early Amortization Event occurs or if an Event of Default occurs
prior to such Targeted Scheduled Distribution Date, for each Monthly Interest
Period until such Interest Rate Swap is terminated, (a) [ ]% for the Class A-1
Note Interest Rate Swap, (b) [ ]% for the Class A-4 Note Interest Rate Swap and
(c) [ ]% for the Class A-5 Interest Rate Swap; and (ii) after the Targeted
Scheduled Distribution Date of the related Subclass of Class A Notes unless an
Early Amortization Event occurs or an Event of Default occurs prior to such
Targeted Scheduled Distribution Date, [ ]%.
"Fixed Rate Class A Notes" means the Class A-2 Notes and the
Class A-3 Notes.
"Floating Rate Class A Note Interest Rate Swap Agreement"
shall mean an interest rate swap agreement, including all schedules and
confirmations thereto, between the Trust and a Swap Counterparty, as the same
may be amended, supplemented, renewed, extended or replaced from time to time,
which agreement provides for payments on notional amounts equal to the
outstanding principal balance of a Subclass of Class A Notes. Each Floating Rate
Class A Note Interest Rate Swap Agreement shall provide that if the rating of
the Swap Counterparty (including any replacement Swap Counterparty or any
institution guaranteeing the Swap Counterparty's obligations under the Floating
Rate Class A Note Interest Rate Swap Agreement) (i) falls below a rating of
"Aa3" by Moody's, "AA-" by Fitch or "AA-" by S&P or (ii) is suspended or
withdrawn, then such Swap Counterparty, within 30 days, must either (1) post
collateral with a rating of at least "P-1" by Moody's, "F1" by Fitch and "A-1"
by S&P to the Issuer, (2) assign its rights and obligations in and under the
applicable Floating Rate Class A Note Interest Rate Swap Agreement to another
eligible Swap Counterparty acceptable to the Issuer or (3) take other remedial
action acceptable to the Rating Agencies and to the Issuer, and if the Swap
Counterparty fails to take such actions, the Trust may terminate such Floating
rate Class A Note Interest Rate Swap Agreement, provided, however, that such
actions as listed in (1), (2) and (3) above shall only be required if such
actions are necessary to maintain the ratings of the Class A Notes and VPTNs
prior to such reduction, suspension or withdrawal.
"Floating Rate Class A Notes" means the Class A-1 Notes, the
Class A-4 Notes and the Class A-5 Notes.
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"Ford Credit" shall mean Ford Motor Credit Company, a Delaware
corporation.
"General Partner" shall mean Ford Credit Auto Receivables Two,
Inc., a Delaware corporation, or any substitute General Partner under the
Limited Partnership Agreement.
"Grant" shall mean to mortgage, pledge, bargain, sell,
warrant, alienate, remise, release, convey, assign, transfer, create, and to
grant a lien upon and a security interest in and right of set-off against, and
to deposit, set over and confirm pursuant to the Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights,
powers and options (but none of the obligations) of the granting party
thereunder, including the immediate and continuing right to claim for, collect,
receive and give receipt for principal and interest payments in respect of the
Collateral and all other monies payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring Proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.
"Indemnification Agreement" shall mean the Indemnification
Agreement, dated [October ], 2000, by and between Ford Credit and the
Representatives.
"Indemnified Parties" shall have the meaning assigned to such
term in Section 8.2 of the Trust Agreement.
"Indenture" shall mean the Indenture, dated as of October 1,
2000, by and between the Trust and the Indenture Trustee.
"Indenture Trustee" shall mean The Chase Manhattan Bank, a New
York corporation, not in its individual capacity but solely as Indenture Trustee
under the Indenture, or any successor Indenture Trustee under the Indenture.
"Indenture Trust Estate" shall mean all money, instruments,
rights and other property that are subject or intended to be subject to the lien
and security interest of the Indenture for the benefit of the Noteholders
(including, without limitation, all property and interests Granted to the
Indenture Trustee), including all proceeds thereof.
"Independent" shall mean, when used with respect to any
specified Person, that such Person (a) is in fact independent of the Issuer, any
other obligor on the Notes, the Seller and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller or
any Affiliate of any of the foregoing Persons and (c) is not connected with the
Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing
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<PAGE> 20
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
"Independent Certificate" shall mean a certificate or opinion
to be delivered to the Indenture Trustee under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.
"Index Maturity" shall mean (1) with respect to the Variable
Pay Term Notes and Floating Rate Class A Notes with are Monthly Pay Class A
Notes, one month; (2) with respect to the Floating Rate Class A Notes which are
Quarterly Pay Class A Notes, three months and (3) with respect to LIBOR for
purposes of calculating the amount of any required increase in the Specified
Reserve Balance that results from deposits that are made to the Accumulation
Account on any Monthly Distribution Date, one month.
"Initial Certificate Balance" shall mean (i) with respect to
the Class C Certificates, $55,656,000, (ii) with respect to the Class D
Certificates, $66,656,000 and (ii) with respect to any Certificate of either
such Class, an amount equal to the initial denomination of such Certificate.
"Initial Cutoff Date" shall mean October 1, 2000.
"Initial Pool Balance" shall mean the aggregate Principal
Balance of the Initial Receivables of the opening of business on the Initial
Cutoff Date, which shall equal $2,999,599,993.73.
"Initial Receivable" shall mean any retail installment sale
contract which shall appear on the Schedule of Receivables attached to the
Purchase Agreement as of the Closing Date and any amendments, modifications or
supplements to such retail installment sale contract which has not been released
by the Indenture Trustee and the Owner Trustee from the Trust.
"Initial Receivables Purchase Price" shall mean, with respect
to the Initial Receivables, the fair market value of the Initial Receivables on
the Closing Date, as set forth on Schedule A to the Purchase Agreement.
"Initial Trust Property" shall have the meaning as set forth
in Section 2.1(a) of the Sale and Servicing Agreement.
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"Insolvency Event" shall mean, with respect to any Person, (i)
the making of a general assignment for the benefit of creditors, (ii) the filing
of a voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or
insolvent, or having had entered against such Person an order for relief in any
bankruptcy or insolvency proceeding, (iv) the filing by such Person of a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, (v) the filing by such Person of an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against such Person in any proceeding specified in (vii) below, (vi) seeking,
consent to or acquiescing in the appointment of a trustee, receiver or
liquidator of such Person or of all or any substantial part of the assets of
such Person or (vii) the failure to obtain dismissal within 60 days of the
commencement of any proceeding against such Person seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, or the entry of any order
appointing a trustee, liquidator or receiver of such Person or of such Person's
assets or any substantial portion thereof.
"Interest Period" shall mean, with respect to any Monthly
Distribution Date or Quarterly Payment Date, as applicable, (i) for the
Quarterly Pay Class A Notes and the Quarterly Pay Floating Rate Class A Notes
Interest Rate Swaps, the Quarterly Interest Period; (ii) for the Monthly Pay
Class A Notes, VPTNs, Class B Notes, Class C Certificates, Class D Certificates,
Monthly Pay Floating Rate Class A Note Interest Rate Swaps, Variable Pay Term
Notes Interest Rate Swap and the calculation of any required increases in the
Specified Reserve Balance that result from deposits that are made to the
Accumulation Account, the Monthly Interest Period.
"Interest Rate Swap Agreements" shall mean the Floating Rate
Class A Note Interest Rate Swaps Agreements and the Variable Pay Term Note
Interest Rate Swap Agreement.
"Interest Reset Date" means, with respect to the Floating Rate
Class A Notes and VPTNs, the first day of the applicable Interest Period.
"IRS" shall mean the Internal Revenue Service.
"Issuer" shall mean the Trust unless a successor replaces it
and, thereafter, shall mean the successor and for purposes of any provision
contained in the Indenture and required by the TIA, each other obligor on the
Notes.
"Issuer Order" and "Issuer Request" shall mean a written order
or request signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee.
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"LIBOR" means the London Interbank Offered Rate for U.S.
dollar deposits for each Interest Period as determined by the Calculation Agent
for the Class A Notes and VPTNs and for the calculation of any increases in the
Specified Reserve Balance that result from deposits made to the Accumulation
Account on any Monthly Distribution Date, as follows:
(1) On or as of the LIBOR Determination Date, the Calculation
Agent will obtain the rate for deposits in U.S. dollars for a
period of the Index Maturity, commencing on such Interest
Reset Date, which appears on the Telerate Page 3750 (as
defined in the International Swaps and Derivatives
Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions) or such page as may replace Page 3750 on that
service for the purpose of displaying London Interbank Offered
Rates of major banks, as of 11:00 a.m., London time, on such
LIBOR Determination Date.
(2) If the Calculation Agent determines that Telerate Page 3750 or
such page as may replace Telerate page 3750 is not available
on such LIBOR Determination Date, the Calculation Agent will
request the principal London offices of each of four major
banks in the London interbank market selected by such
Calculation Agent to provide such Calculation Agent with its
offered quotations for deposits in U.S. dollars for a period
of the Index Maturity, commencing on such Interest Reset Date,
to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such LIBOR Determination Date and
in a principal amount equal to an amount of not less than
U.S.$1,000,000 that is representative of a single transaction
in such market at such time. If at least two such quotations
are provided, LIBOR for such Interest Period will be the
arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for such Interest Period will
be the arithmetic mean of rates quoted by three major banks in
The City of New York selected by the Calculation Agent for
such LIBOR Security at approximately 11:00 a.m., New York City
time, on such LIBOR Determination Date for loans in U.S.
dollars to leading European banks, for the period of the
specified Index Maturity, commencing on such Interest Reset
Date, and in a principal amount equal to an amount of not less
than U.S.$1,000,000 that is representative of a single
transaction in such market at such time; provided, however,
that if the banks selected as aforesaid by such Calculation
Agent are not quoting rates as mentioned in this sentence,
LIBOR for such Interest Period will be the same as LIBOR for
the immediately preceding Interest Period.
"LIBOR Determination Date" means the second London Banking Day
prior to the Interest Reset Date for the related Interest Period or, with
respect to the calculation of any required increases in the Specified Reserve
Balance that are due to the
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<PAGE> 23
deposit of amounts in the Accumulation Account on any Monthly Distribution Date,
the second London Banking Day prior to such Monthly Distribution Date.
"Lien" shall mean a security interest, lien, charge, pledge,
equity, or encumbrance of any kind other than tax liens, mechanics' liens, and
any liens which attach to the respective Receivable by operation of law.
"Limited Partnership Act" shall mean the Delaware Revised
Uniform Limited Partnership Act, Chapter 17 of Title 6 of the Delaware Code, 17
Delaware Code Section 101 et seq., as amended.
"Limited Partnership Agreement" shall mean the Amended and
Restated Agreement of Limited Partnership of Ford Credit Auto Receivables Two
L.P., dated as of June 1, 1996, by and between Ford Credit Auto Receivables Two,
Inc., as general partner, and Ford Credit, as limited partner.
"Liquidated Receivable" shall mean a Receivable which, by its
terms, is in default and as to which the Servicer has determined, in accordance
with its customary servicing procedures, that eventual payment in full is
unlikely or has repossessed and disposed of the Financed Vehicle.
"Liquidation Proceeds" shall mean the monies collected from
whatever source, during the respective Collection Period, on a Liquidated
Receivable, net of the sum of any amounts expended by the Servicer for the
account of the Obligor plus any amounts required by law to be remitted to the
Obligor.
"London Banking Day" means any day other than a Saturday,
Sunday or any other day on which banks in London are required or authorized to
be closed.
"Luxembourg Listed Notes" means the Class A Notes and Class B
Notes which are listed on the Luxembourg Stock Exchange.
"Luxembourg Paying Agent" means the paying agent and transfer
agent in Luxembourg for any Class A Note or Class B Note issued as a Definitive
Note, including any subsequent paying agent and transfer agent, and shall
initially be Banque Internationale a Luxembourg S.A., 69, route d'Esch 11,
L-2953 Luxembourg.
"Monthly Advance" shall mean either an Actuarial Advance or a
Simple Interest Advance or both, as applicable.
"Monthly Distribution Date" shall mean the fifteenth (15th)
day of each calendar month or, if such day is not a Business Day, the next
succeeding Business Day, commencing November 15, 2000.
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"Monthly Interest Period" means, (i) with respect to the
Floating Rate Class A Notes which are Monthly Pay Class A Notes (if any), the
accrual of LIBOR based interest on the Monthly Pay Floating Rate Class A Note
Interest Rate Swaps and the Variable Pay Term Notes Interest Rate Swap and with
respect to LIBOR in the calculation of any increases in the Specified Reserve
Balance that are required due to the deposit of amount into the Accumulation
Account on any Monthly Distribution Date, (a) in the case of the first Monthly
Distribution Date, the period from and including the Closing Date to but
excluding the first Monthly Distribution Date, and (b) for any other Monthly
Distribution Date, the period from and including the previous Monthly
Distribution Date to but excluding such Monthly Distribution Date; and (ii) with
respect to the Fixed Rate Class A Notes, Class B Notes, Class C Certificates,
Class D Certificates and the Accrued Fixed Rate Payments, (a) in the case of the
first Monthly Distribution Date, the period from and including the Closing Date
to but excluding the first Monthly Distribution Date, and (b) for any other
Monthly Distribution Date, the period from the 15th day of the previous month to
the 15th day of the current month; and (iii) with respect to the VPTNs, (a) in
the case of the first Monthly Distribution Date following the issuance of the
related VPTN, the period from and including the issuance date to but excluding
such Monthly Distribution Date and (b) for any other Monthly Distribution Date,
the period from and including the most recent Monthly Distribution Date to but
excluding such Monthly Distribution Date.
"Monthly Pay Class A Note" means, on any Monthly Distribution
Date, (i) the Fixed Rate Class A Notes, (ii) any Subclass of the Floating Rate
Class A Notes that is not paid in full on its Targeted Scheduled Distribution
Date or (iii) each Subclass of the Floating Rate Class A Notes upon the
occurrence of an Early Amortization Event or an acceleration of the Notes due to
an Event of Default if such Early Amortization Event or acceleration of the
notes occurs before the LIBOR Determination Date immediately preceding such
Monthly Distribution Date.
"Monthly Pay Class A Noteholders' Interest Carryover
Shortfall" shall mean, with respect to any Monthly Distribution Date, the excess
of the Monthly Pay Class A Noteholders' Monthly Accrued Interest for the
preceding Monthly Distribution Date and any outstanding Monthly Pay Class A
Noteholders' Interest Carryover Shortfall on such preceding Monthly Distribution
Date, over the amount in respect of interest that is actually paid to
Noteholders of Class A Notes which were Monthly Pay Class A Notes on such
preceding Monthly Distribution Date, plus interest on the amount of interest due
but not paid to Noteholders of such Monthly Pay Class A Notes on the preceding
Monthly Distribution Date, to the extent permitted by law, at the respective
Note Interest Rates borne by such Class A Notes for the related Interest Period.
"Monthly Pay Class A Noteholders' Accrued Interest" shall
mean, with respect to any Monthly Distribution Date, the aggregate interest
accrued for the related Interest Period on the Monthly Pay Class A Notes at the
respective Note Interest Rate for each such Monthly Pay Class A Note on the
outstanding principal amount of such Notes
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on the immediately preceding Monthly Distribution Date or Quarterly Payment Date
upon which interest was payable on each such Monthly Pay Class A Note, or the
Closing Date, as the case may be, after giving effect to all payments of
principal to the Noteholders of such Subclass of Notes on or prior to such
preceding Monthly Distribution Date or Quarterly Payment Date.
"Monthly Pay Floating Rate Class A Note Interest Rate Swaps"
means, on any Monthly Distribution Date, all Floating Rate Class A Note Interest
Rate Swaps that exchange payments on Monthly Distribution Dates.
"Monthly Remittance Condition" shall have the meaning
specified in Section 4.1(e) of the Sale and Servicing Agreement.
"Moody's" shall mean Moody's Investors Service, Inc.
"Net Swap Payment" shall mean, with respect to any Interest
Rate Swap on any Monthly Distribution Date, the net amount, if any, then payable
by the Issuer to that Swap Counterparty, excluding any Swap Termination
Payments.
"Net Swap Receipt" shall mean, with respect to any Interest
Rate Swap on any Monthly Distribution Date, the net amount, if any, then payable
by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments.
"Note Balance" means with respect to each Class of Notes and
as the context so requires, (i) with respect to all Notes of such Class, an
amount equal to, initially, the initial Note Balance of such Class of Notes and,
thereafter, an amount equal to the initial Note Balance of such Class of Notes,
reduced by all amounts distributed to Noteholders of such Class of Notes and
allocable to principal or (ii) with respect to any Note of such Class, an amount
equal to, initially, the initial denomination of such Note and, thereafter,
equal to such initial denomination, reduced by all amounts distributed in
respect of such Note and allocable to principal.
"Note Depository Agreement" shall mean the agreement dated the
Closing Date by and among the Trust, the Indenture Trustee and The Depository
Trust Company, as the initial Clearing Agency, relating to the Notes,
substantially in the form of Exhibit C to the Indenture.
"Noteholder" shall mean the Person in whose name a Note is
registered on the Note Register.
"Note Interest Rate" shall mean the Class A-1 Rate, the Class
A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class A-5 Rate, the VPTN
Rate for each VPTN or the Class B Rate, as applicable.
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"Note Owner" shall mean, with respect to any Book-Entry Note,
the Person who is the beneficial owner of such Book-Entry Note, as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).
"Note Paying Agent" shall mean the Indenture Trustee or any
other Person that meets the eligibility standards for the Indenture Trustee
specified in Section 6.11 of the Indenture and is authorized by the Issuer to
make payments to and distributions from the Collection Account (including the
Principal Distribution Account), the Accumulation Account, the VPTN Proceeds
Account and the Class A Quarterly Interest Funding Account, including payment of
principal of or interest on the Notes on behalf of the Issuer.
"Note Pool Factor" shall mean, with respect to each Subclass
of Class A, the VPTNs and the Class B Notes as of the close of business on the
last day of a Collection Period, a seven-digit decimal figure equal to the
outstanding principal balance of such Subclass or Class of Notes (after giving
effect to any reductions thereof to be made on the immediately following Monthly
Distribution Date) divided by the original outstanding principal balance of such
Subclass or Class of Notes. The Note Pool Factor will be 1.0000000 as of the
Closing Date or, with respect to any additional VPTNs, the date of issuance;
thereafter, the Note Pool Factor will decline to reflect reductions in the
outstanding principal amount of such Subclass or Class of Notes.
"Note Register" and "Note Registrar" shall have the respective
meanings specified in Section 2.5 of the Indenture.
"Notes" shall mean the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the VPTNs and the
Class B Notes, collectively.
"Obligor" on a Receivable shall mean the purchaser or
co-purchasers of the Financed Vehicle or any other Person who owes payments
under the Receivable (not including any Dealer in respect of Dealer Recourse).
"Offered Securities" shall mean the Class A Notes and the
Class B Notes.
"Officer's Certificate" shall mean (i) with respect to the
Trust, a certificate signed by any Authorized Officer of the Trust and (ii) with
respect to the Seller or the Servicer, a certificate signed by the chairman of
the board, the president, any executive vice president, any vice president, the
treasurer, any assistant treasurer, or the controller of the Seller or the
Servicer, as applicable.
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"Opinion of Counsel" shall mean a written opinion of counsel
which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or
the Rating Agencies, as applicable.
"Optional Purchase Percentage" shall mean 10%.
"Outstanding" shall mean with respect to the Notes, as of the
date of determination, all Notes theretofore authenticated and delivered under
the Indenture except:
(a) Notes theretofore cancelled by the Note Registrar
or delivered to the Note Registrar for cancellation;
(b) Notes or portions thereof the payment for which
money in the necessary amount has been theretofore deposited
with the Indenture Trustee or any Note Paying Agent in trust
for the Noteholders of such Notes (provided, however, that if
such Notes are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision for
such notice has been made, satisfactory to the Indenture
Trustee); and
(c) Notes in exchange for or in lieu of which other
Notes have been authenticated and delivered pursuant to this
Indenture unless proof satisfactory to the Indenture Trustee
is presented that any such Notes are held by a bona fide
purchaser;
provided, that in determining whether the Noteholders of Notes evidencing the
requisite principal amount of the Notes Outstanding have given any request,
demand, authorization, direction, notice, consent, or waiver under any Basic
Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent, or waiver, only Notes that a
Responsible Officer of the Indenture Trustee knows to be so owned shall be so
disregarded. Notes owned by the Issuer, any other obligor upon the Notes, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right so
to act with respect to such Notes and that the pledgee is not the Issuer, any
other obligor upon the Notes, the Seller, the Servicer or any Affiliate of any
of the foregoing Persons.
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"Outstanding Actuarial Advances" on the Actuarial Receivables
shall mean the sum, as of the close of business on the last day of a Collection
Period, of all Actuarial Advances as reduced as provided in Section 4.4(a) of
the Sale and Servicing Agreement.
"Outstanding Advances" shall mean either Outstanding Actuarial
Advances or Outstanding Simple Interest Advances or both, as applicable.
"Outstanding Simple Interest Advances" on the Simple Interest
Receivables shall mean the sum, as of the close of business on the last day of a
Collection Period, of all Simple Interest Advances as reduced as provided in
Section 4.4(b) of the Sale and Servicing Agreement.
"Owner Trustee" shall mean The Bank of New York, a New York
banking corporation, not in its individual capacity but solely as Owner Trustee
under the Trust Agreement, or any successor Owner Trustee under the Trust
Agreement.
"Owner Trust Estate" shall mean all right, title and interest
of the Trust in, to and under the property and rights assigned to the Trust
pursuant to Article II of the Sale and Servicing Agreement.
"Payahead" on a Receivable shall mean the amount, as of the
close of business on the last day of a Collection Period, specified in Section
4.3 of the Sale and Servicing Agreement with respect to such Receivable.
"Payahead Account" shall mean the account established and
maintained as such pursuant to Section 4.1(d) of the Sale and Servicing
Agreement.
"Payahead Balance" on a Receivable shall mean the sum, as of
the close of business on the last day of a Collection Period, of all Payaheads
made by or on behalf of the Obligor with respect to such Receivable (including
any amount paid by or on behalf of the Obligor prior to the related Cutoff Date
for such Receivable that is due on or after such Cutoff Date and was not used to
reduce the principal balance of such Receivable), as reduced by applications of
previous Payaheads with respect to such Receivable, pursuant to Sections 4.3 and
4.4 of the Sale and Servicing Agreement.
"Permitted Investments" shall mean, on any date of
determination, book-entry securities, negotiable instruments or securities
represented by instruments in bearer or registered form with maturities not
exceeding the Business Day preceding the next Monthly Distribution Date (except
as set forth in clause (g) below) which evidence:
(a) direct non-callable obligations of, and obligations fully
guaranteed as to timely payment by, the United States of America;
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(b) 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 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 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;
(c) commercial paper having, at the time of the investment or
contractual commitment to invest therein, a rating from each of the
Rating Agencies in the highest investment category granted thereby;
(d) investments in money market funds having a rating from
each of the Rating Agencies in the highest investment category granted
thereby (including funds for which the Indenture Trustee or the Owner
Trustee or any of their respective Affiliates is investment manager or
advisor);
(e) bankers' acceptances issued by any depository institution
or trust company referred to in clause (b) above;
(f) repurchase obligations with respect to any security that
is a direct non-callable obligation of, or fully guaranteed by, the
United States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a depository
institution or trust company (acting as principal) described in clause
(b);
(g) with respect to the amounts in the Reserve Account,
securities and instruments which do not mature prior to the next
Monthly Distribution Date and will not be required to be sold to meet
any shortfalls in interest or principal owed to the Noteholders or
Certificateholders, provided that the Issuer or Servicer has received
written notification from the Rating Agencies that the acquisition of
such securities or instruments as a Permitted Investment will not
result in a withdrawal or downgrading of the ratings on the Notes and
Certificates; and
(h) any other investment with respect to which the Issuer or
the Servicer has received written notification from the Rating Agencies
that the acquisition of such investment as a Permitted Investment will
not result in a withdrawal or downgrading of the ratings on the Notes
or the Certificates.
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"Person" shall mean any individual, corporation, estate,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.
"Physical Property" shall have the meaning assigned to such
term in the definition of "Delivery" above.
"Pool Balance" as of the close of business of the last day of
a Collection Period shall mean the aggregate Principal Balance of the
Receivables, after giving effect to all payments (other than Payaheads) received
from Obligors, Liquidation Proceeds, Monthly Advances and Purchase Amounts to be
remitted by the Servicer or the Seller, as the case may be, for such Collection
Period and all Realized Losses during such Collection Period.
"Pool Factor" as of the last day of a Collection Period shall
mean a seven-digit decimal figure equal to the Pool Balance divided by the
Initial Pool Balance.
"Predecessor Note" shall mean, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note and, for purposes of this definition, any Note
authenticated and delivered under Section 2.6 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
"Prepayment Date" shall mean, with respect to a prepayment of
the Certificates pursuant to Section 9.3(a) of the Trust Agreement or a
distribution to Certificateholders pursuant to Section 9.1(c) of the Trust
Agreement, the Monthly Distribution Date specified by the Owner Trustee pursuant
to said Section 9.3(a) or 9.1(c), as applicable.
"Prepayment Price" shall mean an amount equal to the
Certificate Balance of the Class of Certificates to be prepaid plus accrued and
unpaid interest thereon at the applicable Certificate Rate plus interest on any
overdue interest at the applicable Certificate Rate (to the extent lawful) to
but excluding the Prepayment Date.
"PRIMUS" shall mean, until August 1999, PRIMUS Automotive
Financial Services, Inc. (and any of its subsidiaries), a wholly owned
subsidiary of Ford Credit conducting its business as a corporate entity separate
from Ford Credit and beginning in August 1999, Primus Financial Services, a
d/b/a of Ford Credit, conducting its business as a division of Ford Credit.
"Principal Balance" of a Receivable, as of the close of
business on the last day of a Collection Period, shall mean the Amount Financed
minus the sum of (a) in the case of an Actuarial Receivable, that portion of all
Scheduled Payments due on or prior to
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such day allocable to principal using the actuarial or constant yield method,
(b) in the case of a Simple Interest Receivable, that portion of all Scheduled
Payments actually received on or prior to such date allocable to principal using
the Simple Interest Method, (c) any refunded portion of extended warranty
protection plan costs, or of physical damage, credit life, or disability
insurance premiums included in the Amount Financed, (d) any payment of the
Purchase Amount with respect to the Receivable allocable to principal and (e)
any prepayment in full or any partial prepayments applied to reduce the
principal balance of the Receivable.
"Principal Distribution Account" shall mean the administrative
subaccount of the Collection Account established and maintained as such pursuant
to Section 4.1(b) of the Sale and Servicing Agreement.
"Proceeding" shall mean any suit in equity, action at law or
other judicial or administrative proceeding.
"Program" shall have the meaning specified in Section 3.11 of
the Sale and Servicing Agreement.
"Prospectus" shall have the meaning specified in the
Underwriting Agreement.
"Purchase Agreement" shall mean the Purchase Agreement, dated
as of October 1, 2000, by and between the Seller and Ford Credit.
"Purchase Amount" shall mean the amount, as of the close
business on the last day of a Collection Period, required to be paid by an
Obligor to prepay in full the respective Receivable under the terms thereof
(which amount shall include a full month's interest, in the month of payment, at
the Annual Percentage Rate).
"Purchased Property" shall mean the Initial Receivables and
related property described in Section 2.1(a) of the Purchase Agreement and the
Additional Receivables and related property described in Section 2.1(b) of the
Purchase Agreement.
"Purchased Receivable" shall mean a Receivable purchased as of
the close of business on the last day of the respective Collection Period by the
Servicer pursuant to Section 3.7 of the Sale and Servicing Agreement or by the
Seller pursuant to Section 6.2 of the Purchase Agreement.
"Purchaser" shall mean the Seller in its capacity as Purchaser
under the Purchase Agreement.
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"Qualified Institution" shall mean any depository institution
organized under the laws of the United States of America or any one of the
states thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or one of the states
thereof and subject to supervision and examination by federal or state banking
authorities which at all times has a short-term deposit rating of P-1 by Moody's
and A-1+ by Standard & Poor's and, in the case of any such institution organized
under the laws of the United States of America, whose deposits are insured by
the Federal Deposit Insurance Corporation or any successor thereto.
"Qualified Trust Institution" shall mean the corporate trust
department of The Bank of New York, The Chase Manhattan Bank, or any institution
organized under the laws of the United States of America or any one of the
states thereof or incorporated under the laws of a foreign jurisdiction with a
branch or agency located in the United States of America or one of the states
thereof and subject to supervision and examination by federal or state banking
authorities which at all times (i) is authorized under such laws to act as a
trustee or in any other fiduciary capacity, (ii) holds not less than one billion
dollars in assets in its fiduciary capacity, and (iii) has a long-term deposit
rating of not less than Baa3 from Moody's.
"Quarterly Interest Period" means, with respect to the
Floating Rate Class A Notes which are Quarterly Pay Class A Notes and the
accrual of LIBOR-based interest on the Quarterly Pay Interest Rate Swaps, in the
case of the first Quarterly Payment Date, the period from and including the
Closing Date to but excluding January 16, 2001; and for any other Quarterly
Payment Date, the period from the last Quarterly Payment Date to but excluding
such Quarterly Payment Date.
"Quarterly Pay Floating Rate Class A Note Interest Rate Swaps"
means, on any Monthly Distribution Date, all Floating Rate Class A Note Interest
Rate Swaps that have not become Monthly Pay Class A Note Interest Rate Swaps.
"Quarterly Pay Class A Note" means, on any Monthly
Distribution Date, a Subclass of Floating Rate Class A Notes that has not become
a Monthly Pay Class A Note.
"Quarterly Pay Class A Note Interest Amounts" means, for any
Quarterly Payment Date, the amount of interest due or accrued on each Subclass
of Class A Notes which is a Quarterly Pay Class A Note.
"Quarterly Pay Class A Noteholders' Interest Carryover
Shortfall" shall mean, with respect to any Quarterly Payment Date, the excess of
the Quarterly Pay Class A Noteholders' Accrued Interest for the preceding
Quarterly Payment Date and any outstanding Quarterly Pay Class A Noteholders'
Interest Carryover Shortfall on such preceding Monthly Distribution Date, over
the amount in respect of interest that is actually
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paid to Noteholders of Class A Notes which were Quarterly Pay Class A Notes on
such preceding Quarterly Payment Date, plus interest on the amount of interest
due but not paid to Noteholders of such Quarterly Pay Class A Notes on the
preceding Quarterly Payment Date, to the extent permitted by law, at the
respective Note Interest Rates borne by such Class A Notes for the related
Interest Period.
"Quarterly Pay Class A Noteholders' Accrued Interest" shall
mean, with respect to any Quarterly Payment Date, the aggregate interest accrued
for the related Interest Period on the Quarterly Pay Class A Notes at the
respective Note Interest Rate for each such Quarterly Pay Class A Note on the
outstanding principal amount of such Notes on the immediately preceding
Quarterly Payment Date upon which interest was payable on each such Quarterly
Pay Class A Note, or the Closing Date, as the case may be, after giving effect
to all payments of principal to the Noteholders of such Subclass of Notes on or
prior to such preceding Quarterly Payment Date.
"Quarterly Payment Date" shall mean the 15th day of every
January, April, July and October (or if such day is not a Business Day, on the
next Business Day).
"Rating Agency" shall mean each of the nationally recognized
statistical rating organizations designated by the Seller or an Affiliate to
provide a rating on the Notes or the Certificates which is then rating such
Notes or Certificates. If no such organization or successor is any longer in
existence, "Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Seller or an
Affiliate, notice of which designation shall be given to the Indenture Trustee,
the Owner Trustee and the Servicer.
"Rating Agency Condition" shall mean, with respect to any
action, that each Rating Agency shall have been given prior notice thereof and
that each of the Rating Agencies shall have notified the Seller, the Servicer,
the Owner Trustee and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal of the then current rating of the Notes or
the Certificates.
"Realized Losses" shall mean, the excess of the Principal
Balance of any Liquidated Receivable over Liquidation Proceeds to the extent
allocable to principal received in the Collection Period.
"Receivable" shall mean any retail installment sale contract
which shall appear on the Schedule of Receivables attached to the Purchase
Agreement or to any Second Tier Subsequent Assignment and any amendments,
modifications or supplements to such retail installment sale contract which has
not been released by the Indenture Trustee and the Owner Trustee from the Trust.
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"Receivable Files" shall mean the documents specified in
Section 2.4 of the Sale and Servicing Agreement.
"Record Date" shall mean, (i) with respect to any Quarterly
Payment Date or Redemption Date and any Book-Entry Note for the Quarterly Pay
Class A Notes, the close of business on the day prior to such Quarterly Payment
Date or Redemption Date or, with respect to any Definitive Note for the
Quarterly Pay Class A Notes, the last day of the month preceding the month in
which such Quarterly Payment Date or Redemption Date occurs, (ii) with respect
to any Monthly Distribution Date or Redemption Date and any Book-Entry Note for
the Monthly Pay Class A Notes, Class B Notes and VPTNs, the close of business on
the day prior to such Monthly Distribution Date or Redemption Date or, with
respect to any Definitive Note for the Monthly Pay Class A Notes, Class B Notes
and VPTNs, the last day of the month preceding the month in which such Monthly
Distribution Date or Redemption Date occurs, and (iii) with respect to any
Monthly Distribution Date or Prepayment Date and any Certificate, the close of
business on the last day of the month preceding the month in which such Monthly
Distribution Date or Prepayment Date occurs.
"Redemption Date" shall mean with respect to a redemption of
the Class A Notes, the VPTNs and the Class B Notes pursuant to Section 10.1 of
the Indenture, the Monthly Distribution Date specified by the Servicer pursuant
to said Section 10.1.
"Redemption Price" shall mean an amount equal to the unpaid
principal amount of the Class of Notes to be redeemed plus accrued and unpaid
interest thereon at the applicable Note Interest Rate plus interest on any
overdue interest at the applicable Note Interest Rate (to the extent lawful) to
but excluding the Redemption Date.
"Registered Noteholder" shall mean the Person in whose name a
Note is registered on the Note Register on the applicable Record Date.
"Regular Principal Distribution Amount" shall mean, with
respect to any Monthly Distribution Date, an amount not less than zero equal to
the difference between (i) the excess, if any, of (a) the sum of the aggregate
outstanding principal amount of all the Notes and the Aggregate Certificate
Balance of all of the Certificates as of the preceding Monthly Distribution Date
(after giving effect to any principal payments made on the Securities and
issuance of any additional VPTNs on such preceding Monthly Distribution Date) or
the Closing Date, as the case may be, less the amount on deposit in the
Accumulation Account (exclusive of investment earnings) after giving effect to
all principal payments on the Securities on such preceding Monthly Distribution
Date over (b) the difference between (x) the Pool Balance at the end of the
Collection Period preceding such Monthly Distribution Date minus (y) the sum of
the Specified Overcollateralization Amount with respect to such Monthly
Distribution Date and the Yield Supplement Overcollateralization Amount with
respect to such Monthly Distribution Date, minus (ii)
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the sum of the First Priority Principal Distribution Amount, if any, and the
Second Priority Principal Distribution Amount, if any, each with respect to such
Monthly Distribution Date; provided, however, that the Regular Principal
Distribution Amount shall not exceed the sum of the aggregate outstanding
principal amount of all of the Notes and the Aggregate Certificate Balance of
all of the Certificates on such Monthly Distribution Date (after giving effect
to any principal payments made on the Securities on such Monthly Distribution
Date in respect of the First Priority Principal Distribution Amount, if any, and
the Second Priority Principal Distribution Amount, if any); and provided,
further, that (i) the Regular Principal Distribution Amount on or after the
Class C Final Scheduled Monthly Distribution Date shall not be less than the
amount that is necessary to reduce the Certificate Balance of the Class C
Certificates to zero; and (ii) the Regular Principal Distribution Amount on or
after the Class D Final Scheduled Monthly Distribution Date shall not be less
than the amount that is necessary to reduce the Certificate Balance of the Class
D Certificates to zero.
"Related Agreements" shall have the meaning specified in the
recitals to the Administration Agreement.
"Representative" shall mean Deutsche Banc Alex. Brown, as
representative of the several Underwriters.
"Repurchase Event" shall mean the occurrence of a breach of
any of the Seller's representations and warranties contained in Section 3.2(b)
of the Purchase Agreement obligating the Seller to repurchase Receivables
thereunder at the Purchase Amount from the Purchaser or from the Trust.
"Required Rating" shall mean a rating on (i) short-term
unsecured debt obligations of P-1 by Moody's and (ii) short-term unsecured debt
obligations of A-1+ by Standard & Poor's and (iii) short-term unsecured debt
obligations of F1+ by Fitch, if rated by Fitch; and any requirement that
short-term unsecured debt obligations have the "Required Rating" shall mean that
such short-term unsecured debt obligations have the foregoing required ratings
from each of such Rating Agencies.
"Reserve Account" shall mean the account established and
maintained as such pursuant to Section 4.8(a) of the Sale and Servicing
Agreement.
"Reserve Account Property" shall have the meaning specified in
Section 4.8(a) of the Sale and Servicing Agreement.
"Reserve Account Release Amount" shall mean, with respect to
any Monthly Distribution Date, an amount equal to the excess, if any, of (i) the
amount of cash or other immediately available funds in the Reserve Account on
such Monthly Distribution Date (prior to giving effect to any withdrawals
therefrom relating to such
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Monthly Distribution Date) over (ii) the Specified Reserve Balance with respect
to such Monthly Distribution Date.
"Reserve Initial Deposit" shall mean, with respect to the
Closing Date, $14,997,999.97.
"Revolving Period" shall mean the period from the Closing Date
and ending on the earlier to occur of (1) the Scheduled Amortization Date and
(2) the dat o which an Early Amortization Event occurs.
"Sale and Servicing Agreement" shall mean the Sale and
Servicing Agreement, dated as of October 1, 2000, by and among the Trust, as
issuer, the Seller, as seller, and Ford Credit, as servicer.
"Scheduled Payment" shall mean, for any Collection Period for
any Receivable, the amount indicated in such Receivable as required to be paid
by the Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section 3.2 of the Sale and Servicing Agreement or any
rescheduling in any insolvency or similar proceedings).
"Scheduled Amortization Date" means the Targeted Scheduled
Distribution Date for the Class A-1 Notes.
"Schedule of Additional Receivables" shall mean the list
identifying the Additional Receivables attached as Schedule A to each First Tier
Subsequent Assignment and each Second Tier Subsequent Assignment (which lists
may be in the form of computer tape, microfiche, compact disk or other
electronic medium).
"Schedule of Initial Receivables" shall mean the list
identifying the Receivables attached as Schedule A to the Sale and Servicing
Agreement and the Indenture and Exhibit B to the Purchase Agreement (which lists
may be in the form of computer tape, microfiche, compact disk or other
electronic medium).
"Schedule of Receivables" shall mean the Schedule of Initial
Receivables as supplemented by each Schedule of Additional Receivables (which
lists may be in the form of computer tape, microfiche, compact disk or other
electronic medium).
"Second Priority Principal Distribution Amount" shall mean,
with respect to any Monthly Distribution Date, an amount not less than zero
equal to the difference between (i) the excess, if any, of (a) the aggregate
outstanding principal amount of the Class A Notes, the VPTNs and the Class B
Notes as of the preceding Monthly Distribution Date (after giving effect to any
principal payments made on the Class A Notes, the VPTNs and Class B Notes and
the issuance of any additional VPTNs on such preceding
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Monthly Distribution Date) less the amount on deposit in the Accumulation
Account (exclusive of investment earnings from Permitted Investments) after
giving effect to all principal payments on the Securities on such preceding
Monthly Distribution Date over (b) the difference between (1) the Pool Balance
at the end of the Collection Period preceding such Monthly Distribution Date and
(2) the Yield Supplement Overcollateralization Amount with respect to such
Monthly Distribution Date minus (ii) the First Priority Principal Distribution
Amount, if any, with respect to such Monthly Distribution Date; provided,
however, that the Second Priority Principal Distribution Amount shall not exceed
the sum of the aggregate outstanding principal amount of all the Notes and the
Aggregate Certificate Balance of all of the Certificates on such Monthly
Distribution Date (after giving effect to any principal payments made on the
Securities on such Monthly Distribution Date in respect of the First Priority
Principal Distribution Amount, if any); and provided, further that the Second
Priority Principal Distribution Amount on or after the Class B Final Scheduled
Monthly Distribution Date shall not be less than the amount that is necessary to
reduce the outstanding principal amount of the Class B Notes to zero.
"Second Tier Subsequent Assignment" shall mean a duly executed
written assignment, substantially in the form of Exhibit A to the Sale and
Servicing Agreement, which shall include a Schedule of Additional Receivables
attached thereto listing the Additional Receivables by which the Seller shall
sell, transfer, assign and otherwise convey Subsequent Trust Property to the
Issuer.
"Secretary of State" shall mean the Secretary of State of the
State of Delaware.
"Securities" shall mean the Notes and the Certificates,
collectively.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Securityholders" shall mean the Noteholders and the
Certificateholders, collectively.
"Seller" shall mean Ford Credit Auto Receivables Two L.P. as
the seller of the Receivables under the Sale and Servicing Agreement, and each
successor to Ford Credit Auto Receivables Two L.P. (in the same capacity)
pursuant to Section 5.3 of the Sale and Servicing Agreement.
"Servicer" shall mean Ford Credit as the servicer of the
Receivables, and each successor to Ford Credit (in the same capacity) pursuant
to Section 6.3 of the Sale and Servicing Agreement.
"Servicer's Certificate" shall mean a certificate completed
and executed by the Servicer by any executive vice president, any
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vice president, the treasurer, any assistant treasurer, the controller, or any
assistant controller of the Servicer pursuant to Section 3.9 of the Sale and
Servicing Agreement.
"Servicing Fee" shall mean, with respect to a Collection
Period, the fee payable to the Servicer for services rendered during such
Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate
multiplied by the Pool Balance as of the first day of the Collection Period.
"Servicer Liquidity Advance" shall have the meaning as set
first in Section 4.5 of the Sale and Servicing Agreement.
"Servicing Fee Rate" shall mean 1.0% per annum.
"Simple Interest Advance" shall mean the amount of interest,
as of the close of business on the last day of a Collection Period, which the
Servicer is required to advance on the Simple Interest Receivables pursuant to
Section 4.4(b) of the Sale and Servicing Agreement.
"Simple Interest Method" shall mean the method of allocating a
fixed level payment to principal and interest, pursuant to which the portion of
such payment that is allocated to interest is equal to the product of the fixed
rate of interest multiplied by the unpaid principal balance multiplied by the
period of time elapsed since the preceding payment of interest was made.
"Simple Interest Receivable" shall mean any Receivable under
which the portion of a payment allocable to interest and the portion allocable
to principal is determined in accordance with the Simple Interest Method.
"Specified Credit Enhancement Amount" shall mean, with respect
to any Monthly Distribution Date, the greatest of (i) $14,997,999.97, (ii) 1.00%
of the Pool Balance at the end of the Collection Period preceding such Monthly
Distribution Date or (iii) the aggregate principal balance of the Receivables
that are delinquent 91 days or more and are not Liquidated Receivables at the
end of the Collection Period preceding such Monthly Distribution Date; provided,
however, that the Specified Credit Enhancement Amount with respect to any
Monthly Distribution Date shall not exceed the sum of the aggregate outstanding
principal amount of all the Notes and the Aggregate Certificate Balance of all
the Certificates as of the preceding Monthly Distribution Date (after giving
effect to any principal payments made on the Securities on such preceding
Monthly Distribution Date).
"Specified Overcollateralization Amount" shall mean, with
respect to any Monthly Distribution Date, the excess, if any, of (a) the
Specified Credit Enhancement
AA-38
<PAGE> 39
Amount over (b) the Specified Reserve Balance, each with respect to such Monthly
Distribution Date.
"Specified Reserve Balance" shall mean the sum of:
(i) the lesser of
(a) $14,997,999.97 and
(b) the sum of the aggregate outstanding principal
amount of all the Notes and the Aggregate Certificate
Balance of all the Certificates as of the preceding
Monthly Distribution Date (after giving effect to any
principal payments made on the Securities on such
preceding Monthly Distribution Date) and
(ii) plus, in each case, if any amounts are on deposit in
the Accumulation Account on such Monthly Distribution
Date (after giving effect to all deposits and
withdrawals from the Accumulation Account on such
Monthly Distribution Date), an amount equal to the
product of (x) the amount on deposit in the
Accumulation Account (after giving effect to all
deposits and withdrawals from the Accumulation
Account on such Monthly Distribution Date), (y) the
weighted average interest rate of the outstanding
Securities on such date (after giving effect to all
principal payments on such date) minus (one-month
LIBOR as determined for the Interest Period beginning
on the preceding Monthly Distribution Date less
2.50%), and (z) a fraction, which (A) if such Monthly
Distribution Date occurs during the Revolving Period,
the numerator of which is one and the denominator of
which is 12 and (B) if such Monthly Distribution Date
occurs during the Amortization Period, the numerator
of which is the number of Monthly Distribution Dates
after such Monthly Distribution Date through and
including the next Monthly Distribution Date that is
a Targeted Scheduled Distribution Date for any
Subclass of Class A Notes and the denominator of
which is 12.
"Spread" means (i) with respect to the Class A-1 Notes, [ ]%;
(ii) with respect to the Class A-4 Notes, [ ]%; (iii) with respect to the Class
A-5 Notes, [ ]%; and (iv) with respect to any VPTN, the percentage over LIBOR as
determined at the time of issuance as set forth in such VPTN, which percentage
shall not exceed 1.50%.
"Standard & Poor's" shall mean Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc.
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<PAGE> 40
"State" shall mean any state or commonwealth of the United
States of America, or the District of Columbia.
"Subclass" shall mean any subclass of Class A Notes, including
the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class A-5 Notes.
"Subsequent Cutoff Date" means, with respect to any Additional
Receivable, the opening of business on the first day of the calendar month in
which such Additional Receivable is purchased by the General Partner or by the
Issuer, as the case may be.
"Subsequent Purchased Property" shall have the meaning in
Section 2.1(b) of the Purchase Agreement.
"Subsequent Transfer Date" shall mean, with respect to an
Additional Receivable, the Monthly Distribution Date on which such Additional
Receivable is sold, transferred, assigned or otherwise conveyed either (i) from
Ford Credit to the Seller Partner pursuant to a First Tier Subsequent Assignment
or (ii) from the Seller to the Issuer pursuant to a Second Tier Subsequent
Assignment, as the case may be.
"Subsequent Trust Property" [shall have the meaning specified
in Section 2.1(b) of the Sale and Servicing Agreement].
"Successor Servicer" shall mean an institution appointed as
successor Servicer pursuant to Section 9.2 of the Sale and Servicing Agreement.
"Supplemental Servicing Fee" shall mean the fee payable to the
Servicer for certain services rendered during the respective Collection Period,
determined pursuant to and defined in Section 3.8 of the Sale and Servicing
Agreement.
"Swap Counterparty" shall mean Deutsche Bank AG, acting
through its New York Branch, as swap counterparty under the Interest Rate Swap
Agreements, or any successor or replacement swap counterparty from time to time
under any Interest Rate Swap Agreement. Each Swap Counterparty (or the
institution guaranteeing such Swap Counterparty's obligations) must have ratings
at least equal to "Aa3" by Moody's, "AA-" by Fitch and "AA-" by S&P at the time
of entering into the Interest Rate Swap Agreement.
"Swap Termination Payment" shall mean any termination payment
payable by the Issuer to a Swap Counterparty or by a Swap Counterparty to the
Issuer under an Interest Rate Swap Agreement.
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<PAGE> 41
"Targeted Scheduled Distribution Date" shall mean as set forth
below for each Subclass of Class A Notes:
<TABLE>
<CAPTION>
Targeted Scheduled
Subclass Distribution Date
--------------- ------------------
<S> <C>
Class A-1 Notes October 15, 2002
Class A-2 Notes April 15, 2003
Class A-3 Notes October 15, 2003
Class A-4 Notes April 15, 2004
Class A-5 Notes October 15, 2004
</TABLE>
"Three-Month Rolling Average Delinquency Ratio" shall mean,
for any Monthly Distribution Date, a rolling three month average of the ratio,
expressed as a percentage, of (a) the aggregate Principal Balance of the
Receivables over 60 days delinquent (excluding any Liquidated Receivables)
during the related Collection Period to (b) the average of the aggregate
outstanding Principal Balance of the Receivables as of the end of the related
Collection Period; provided, that for purposes of determining the date on which
an Early Amortization Event has occurred, the Three-Month Rolling Average
Delinquency Ratio will be deemed to have been determined as of the end of the
related Collection Period.
"Three-Month Rolling Average Realized Loss Ratio"means,for any
Monthly Distribution Date, a rolling three month average of the ratio,expressed
as a percentage, of (a) the aggregate of the Realized Losses incurred during the
related Collection Period to (b) the aggregate outstanding principal balance of
the receivables as of the Nrst day of the related Collection Period; provided,
that for purposes of determining the date on which an Early Amortization Event
has occurred, the Three-Month Rolling Average Realized Loss Ratio will be deemed
to have been determined as of the end of the related Collection Period.
"Total Required Payment" shall mean, with respect to any
Monthly Distribution Date, the sum of the Servicing Fee and all unpaid Servicing
Fees from prior Collection Periods, the Accrued Monthly Pay Class A Interest,
the Class A Quarterly Interest Funding Account Deposit Amount, the Accrued VPTN
Interest, any Net Swap Payments, any Swap Termination Payments payable by the
Issuer to the Swap Counterparties, the First Priority Principal Distribution
Amount, the Accrued Class B Note Interest, the Second Priority Principal
Distribution Amount, the Accrued Class C
AA-41
<PAGE> 42
Certificate Interest and the Accrued Class D Certificate Interest; provided,
however, that following the occurrence and during the continuation of an Event
of Default which has resulted in an acceleration of the Notes, on any Monthly
Distribution Date until the Monthly Distribution Date on which the outstanding
principal amount of all the Notes has been paid in full, the Total Required
Payment shall mean the sum of the Servicing Fee and all unpaid Servicing Fees
from prior Collection Periods, the Accrued Monthly Pay Class A Interest, the
Accrued Quarterly Pay Class A Interest, the Class A Quarterly Interest Funding
Account Deposit Amount, the Accrued VPTN Interest, any Net Swap Payments, any
Swap Termination Payments payable by the Issuer to any Swap Counterparties, the
Accrued Class B Note Interest, the Accrued Class C Certificate Interest, and the
amount necessary to reduce the outstanding principal amount of all the Notes to
zero.
"Transfer" shall have the meaning specified in Section 3.3 of
the Trust Agreement.
"Transfer Agent" means the Person or Persons authorized by the
Issuer to exchange or register the transfer of notes.
"Treasury Regulations" shall mean regulations, including
proposed or temporary regulations, promulgated under the Code. References to
specific provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.
"Trust" shall mean Ford Credit Auto Owner Trust 2000-F, a
Delaware business trust established pursuant to the Trust Agreement.
"Trust Accounts" shall have the meaning specified in Section
4.8(a) of the Sale and Servicing Agreement.
"Trust Agreement" shall mean the Amended and Restated Trust
Agreement dated as of October 1, 2000, by and among the Seller, as depositor,
the Owner Trustee and the Delaware Trustee.
"Trust Indenture Act" or "TIA" shall mean the Trust Indenture
Act of 1939, as amended, unless otherwise specifically provided.
"Trustee Officer" shall mean, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee
with direct responsibility for the administration of the Indenture and the other
Basic Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject and,
with respect to the Owner Trustee, any officer within the Corporate
AA-42
<PAGE> 43
Trust Office of the Owner Trustee with direct responsibility for the
administration of the Trust Agreement and the other Basic Documents on behalf of
the Owner Trustee.
"Trust Property" shall have the meaning as set forth in
Section 2.1(a) of the Sale and Servicing Agreement.
"UCC" shall mean the Uniform Commercial Code as in effect in
any relevant jurisdiction.
"Underwriters" shall mean Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Salomon Smith Barney Inc.
"Underwriting Agreement" shall mean the Underwriting
Agreement, dated October [ ], 2000 between the Seller and the Representative of
the several Underwriters.
"Underwritten Securities" shall mean the Class A Notes and
Class B Notes.
"Variable Pay Term Notes Interest Rate Swap Agreement" shall
mean the interest rate swap agreement, dated [ ], including all schedules and
confirmations thereto, between the Issuer and the Swap Counterparty, as the same
may be amended, supplemented, renewed, extended or replaced from time to time,
which agreement provide for payments on notional amounts equal to the aggregate
outstanding principal balance of the VPTNs. The Variable Pay Term Notes Interest
Rate Swap Agreement shall provide that if the rating of the Swap Counterparty
(including any replacement Swap Counterparty or any institution guaranteeing the
Swap Counterparty's obligations under the Floating Rate Class A Note Interest
Rate Swap Agreement) (i) falls below a rating of "Aa3" by Moody's, "AA-" by
Fitch or "AA-" by S&P or (ii) is suspended or withdrawn, then such Swap
Counterparty, within 30 days, must either (1) post collateral with a rating of
at least "P-1" by Moody's, "F1" by Fitch and "A-1" by S&P to the Issuer, (2)
assign its rights and obligations in and under the applicable Floating Rate
Class A Note Interest Rate Swap Agreement to another eligible Swap Counterparty
acceptable to the Issuer or (3) take other remedial action acceptable to the
Rating Agencies and to the Issuer, and if the Swap Counterparty fails to take
such actions, the Trust may terminate such Floating rate Class A Note Interest
Rate Swap Agreement, provided, however, that such actions as listed in (1), (2)
and (3) above shall only be required if such actions are necessary to maintain
the ratings of the Class A Notes and VPTNs prior to such reduction, suspension
or withdrawal.
"VPTN" shall mean the Floating Rate Asset Backed Variable Pay
Term Notes issued from time to time by the Trust pursuant to the Indenture,
substantially in the form of Exhibit VPTN to the Indenture.
AA-43
<PAGE> 44
"VPTN Noteholders' Interest Carryover Shortfall" shall mean,
with respect to any Monthly Distribution Date, the excess of the VPTN
Noteholders' Monthly Accrued Interest for the preceding Monthly Distribution
Date and any outstanding VPTN Noteholders' Interest Carryover Shortfall on such
preceding Monthly Distribution Date, over the amount in respect of interest that
is actually paid to holders of the VPTNs on such preceding Monthly Distribution
Date, plus interest on the amount of interest due but not paid to holders of the
VPTNs on the preceding Monthly Distribution Date, to the extent permitted by
law, at the respective Note Interest Rates borne by such VPTNs for the related
Interest Period.
"VPTN Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Monthly Distribution Date, the aggregate interest accrued for the
related Interest Period on each VPTN at the respective VPTN Rate for each VPTN
on the outstanding principal amount of each such VPTN on the immediately
preceding Monthly Distribution Date or the respective date of issuance, as the
case may be, after giving effect to all payments of principal to the holders of
the VPTNs on or prior to such preceding Monthly Distribution Date.
"VPTN Final Scheduled Monthly Distribution Date" shall mean
the January 2005 Monthly Distribution Date.
"VPTN Issuance Amount" shall mean, for any Targeted Scheduled
Distribution Date, the amount the Issuer is able to issue pursuant to Section
2.2(d) of the Indenture, not to exceed an amount equal to (i) the aggregate
outstanding principal balance of the related Subclass of the Class A Notes and
the aggregate outstanding principal balance of all Class A Notes which were not
paid in full on their Targeted Scheduled Monthly Distribution Dates over (ii)
the sum of the amount on deposit in the Accumulation Account and the amount on
deposit in the Principal Distribution Account, if any, which is allocable to the
Subclass or Subclasses of Class A Notes in (i) above, and which amount shall be
sufficient to pay one or more such Subclasses of Class A Notes, each in full.
"VPTN Noteholder" shall mean the Person in whose name a VPTN
is registered on the Note Register, or if no VPTN has been issued and a Servicer
Liquidity Advance has been made, the Servicer.
"VPTN Percentage" means, for any Monthly Distribution Date,
100% minus the Class A Percentage for that Monthly Distribution Date.
"VPTN Proceeds Account" shall mean the account established and
maintained pursuant to Section 4.1(g) of the Sale and Servicing Agreement.
AA-44
<PAGE> 45
"VPTN Rate" shall mean, with respect to each VPTN, on any
Monthly Distribution Date, the rate equal to one-month LIBOR on the related
LIBOR Determination Date plus the fixed percentage spread for such VPTN
determined at the time of issuance based on market conditions; provided that
such interest rate shall not exceed one-month LIBOR plus 1.50%. Interest with
respect to any VPTN shall be computed on the basis of actual days elapsed and a
360-day year for all purposes of the Basic Documents.
"Void Transfer" shall have the meaning specified in Section
3.3 of the Trust Agreement.
"Yield Supplement Overcollateralization Amount" shall mean,
with respect to the Receivables and any Collection Period or Monthly
Distribution Date, the amount specified on the Yield Supplement
Overcollateralization Schedule with respect to such Collection Period or Monthly
Distribution Date as such amounts may be increased upon the purchase of
Additional Receivables by multiplying (i) the aggregate principal balance of the
Additional Receivables in each pool as of its Subsequent Cutoff Date by (ii) the
YSOA Factor that corresponds to the number of months which have passed since
such pool's Subsequent Cutoff Date.
"Yield Supplement Overcollateralization Schedule" shall mean
for the Closing Date and each Monthly Distribution Date listed below, the
following schedule:
<TABLE>
<CAPTION>
For the Closing Date and for Yield Supplement
each Collection Period preceding Overcollateralization
the Amount for the initial Pool
following Monthly Distribution of Receivables on the
Dates: Closing Date
---------------------------------- ----------------------------
<S> <C>
Closing Date ................... $ 216,824,370.04
November 2000 .................. 208,232,015.48
December 2000 .................. 199,792,246.68
January 2001 ................... 191,507,595.42
February 2001 .................. 183,380,458.76
March 2001 ..................... 175,413,239.97
April 2001 ..................... 167,608,454.64
May 2001 ....................... 159,968,525.04
June 2001 ...................... 152,495,945.68
July 2001 ...................... 145,193,204.80
August 2001 .................... 138,062,832.23
September 2001 ................. 131,107,370.18
October 2001 ................... 124,329,463.70
</TABLE>
AA-45
<PAGE> 46
<TABLE>
<S> <C>
November 2001 .................. 117,731,833.56
December 2001 .................. 111,317,190.45
January 2002 ................... 105,087,271.58
February 2002 .................. 99,043,095.21
March 2002 ..................... 93,185,789.98
April 2002 ..................... 87,516,757.34
May 2002 ....................... 82,037,339.83
June 2002 ...................... 76,748,491.40
July 2002 ...................... 71,651,192.82
August 2002 .................... 66,746,831.08
September 2002 ................. 62,036,913.25
October 2002 ................... 57,523,585.09
November 2002 .................. 53,209,013.72
December 2002 .................. 49,095,041.52
January 2003 ................... 45,181,610.36
February 2003 .................. 41,467,205.90
March 2003 ..................... 37,949,333.37
April 2003 ..................... 34,625,235.00
May 2003 ....................... 31,491,578.06
June 2003 ...................... 28,542,224.28
July 2003 ...................... 25,769,581.15
August 2003 .................... 23,166,520.66
September 2003 ................. 20,723,384.86
October 2003 ................... 18,438,472.56
November 2003 .................. 16,309,631.03
December 2003 .................. 14,334,665.49
January 2004 ................... 12,511,024.92
February 2004 .................. 10,835,955.52
March 2004 ..................... 9,307,014.82
April 2004 ..................... 7,921,419.28
May 2004 ....................... 6,675,006.69
June 2004 ...................... 5,561,606.79
July 2004 ...................... 4,574,710.43
August 2004 .................... 3,707,773.07
September 2004 ................. 2,950,504.04
October 2004 ................... 2,296,495.37
</TABLE>
AA-46
<PAGE> 47
<TABLE>
<S> <C>
November 2004 .................. 1,738,774.93
December 2004 .................. 1,270,214.20
January 2005 ................... 885,792.40
February 2005 .................. 579,937.49
March 2005 ..................... 347,258.83
April 2005 ..................... 181,864.46
May 2005 ....................... 76,819.20
June 2005 ...................... 20,702.98
July 2005 ...................... $ 138.05
</TABLE>
"YSOA Factor" means, with respect to (1) any pool of Additional
Receivables and (2) the Monthly Distribution Date on which that pool of
Additional Receivables is purchased by the Trust and each Monthly Distribution
Date thereafter, the factor specified in the table below:
<TABLE>
<CAPTION>
Number of Months Since Purchase of the
Pool of Additional Receivables YSOA Factor
-------------------------------------- ---------------
<S> <C>
0 0.072284428088
1 0.069419927962
2 0.066606296539
3 0.063844377857
4 0.061134971044
5 0.058478877296
6 0.055876935255
7 0.053329952452
8 0.050838760501
9 0.048404188926
10 0.046027081117
11 0.043708284589
12 0.041448681144
13 0.039249177826
14 0.037110678318
15 0.035033761768
16 0.033018767641
17 0.031066072201
18 0.029176142660
19 0.027349426591
20 0.025586242019
21 0.023886915912
</TABLE>
AA-47
<PAGE> 48
<TABLE>
<CAPTION>
Number of Months Since Purchase of the
Pool of Additional Receivables YSOA Factor
-------------------------------------- ---------------
<S> <C>
22 0.022251910661
23 0.020681728690
24 0.019177085348
25 0.017738703104
26 0.016367196167
27 0.015062545158
28 0.013824245228
29 0.012651464678
30 0.011543284129
31 0.010498592521
32 0.009515343492
33 0.008591005869
34 0.007723203330
35 0.006908716130
36 0.006146977130
37 0.005437268657
38 0.004778859021
39 0.004170897768
40 0.003612466843
41 0.003102751980
42 0.002640825209
43 0.002225298941
44 0.001854116149
45 0.001525106827
46 0.001236089171
47 0.000983632500
48 0.000765600538
49 0.000579668934
50 0.000423461196
51 0.000295303508
52 0.000193338276
53 0.000115768379
54 0.000060629571
55 0.000025609815
56 0.000000000000
57 0.000000000000
</TABLE>
AA-48
