<PAGE>
Exhibit 4.2.1
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POOLED AUTO SECURITIES SHELF LLC,
as Seller
_____________________,
as Servicer
and
_____________________,
as Trustee
on behalf of the Certificateholders
_______________________________________
FORM OF POOLING AND SERVICING AGREEMENT
Dated as of ____________ 200_
_______________________________________
$__________
____________________________ Trust 200_-__
____% Asset Backed Certificates, Class A
____% Asset Backed Certificates, Class B
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TABLE OF CONTENTS
PAGE
ARTICLE ONE
DEFINITIONS AND TERMS
Section 1.01. Special Definitions and Terms.............................1
Section 1.02. Other Definitions and Terms...............................3
ARTICLE TWO
CREATION OF TRUST
Section 2.01. Creation of Trust.........................................3
ARTICLE THREE
CONVEYANCE OF RECEIVABLES; SERVICER LETTER OF CREDIT
Section 3.01. Conveyance of Receivables.................................3
Section 3.02. Reserve Fund and Yield Supplement Account.................4
Section 3.03. Servicer Letter of Credit.................................4
ARTICLE FOUR
ACCEPTANCE BY TRUSTEE
Section 4.01. Acceptance by Trustee.....................................4
ARTICLE FIVE
INCORPORATION OF STANDARD TERMS AND CONDITIONS
Section 5.01. Incorporation of Standard Terms and Conditions............5
ARTICLE SIX
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER
Section 6.01. Additional Representations and Warranties of Seller.......5
ARTICLE SEVEN
_______________ NOT TO RESIGN AS SERVICER
Section 7.01. _________________Not to Resign as Servicer................6
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PAGE
ARTICLE EIGHT
AGENT FOR SERVICE; GOVERNING LAW
Section 8.01. Agent for Service.........................................6
Section 8.02. Governing Law.............................................6
ARTICLES NINE AND TEN
[Reserved]
SCHEDULES
Schedule A - Schedule of Receivables....................................SA-1
Schedule B - Locations of Receivable Files..............................SB-1
EXHIBITS
Exhibit A - Form of Class A Certificate.................................A-1
Exhibit B - Form of Class B Certificate.................................B-1
Exhibit C - Form of Letter of Representations...........................C-1
Exhibit D - Form of Servicer's Certificate..............................D-1
ii
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This Pooling and Servicing Agreement, dated as of _____________, 200_, is
made with respect to the formation of the _____________________________________
Trust 200_-__, among Pooled Auto Securities Shelf LLC, a Delaware limited
liability company (the "Seller"), ___________________________________, a
____________ corporation (the "Servicer"), and _________________________, a
___________________, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:
Article One
DEFINITIONS AND TERMS
Section 1.01. SPECIAL DEFINITIONS AND TERMS. Whenever used in the Standard
Terms and Conditions and in this Agreement, the following words and phrases
shall have the following meanings, unless otherwise indicated by the context:
"AGREEMENT" means this Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"AGGREGATE NET LOSSES" means, with respect to a Collection Period, an
amount equal to the aggregate Principal Balance of all Receivables that became
Defaulted Receivables during such Collection Period minus all Net Liquidation
Proceeds collected during such Collection Period with respect to all Defaulted
Receivables.
"CERTIFICATE REGISTRAR" means the Trustee unless a successor Certificate
Registrar is appointed pursuant to Section 15.03 of the Standard Terms and
Conditions. The Certificate Registrar initially designates its offices at
__________________, ________, ______________, as its offices where Certificates
may be surrendered for registration of transfer or exchange as described in
Section 15.07 of the Standard Terms and Conditions.
"CHARGE-OFF RATE" means, with respect to a Collection Period, the
percentage equivalent of a fraction, the numerator of which is the Aggregate Net
Losses for such Collection Period, and the denominator of which is the average
of (i) the Pool Balance on the last day of the Collection Period immediately
preceding such Collection Period and (ii) the Pool Balance on the last day of
such current Collection Period; such quotient is then multiplied by twelve to
arrive at an annualized percentage.
"CLASS A PERCENTAGE" means ____%.
"CLASS B PERCENTAGE" means ___%.
"CLOSING DATE" means ___________, 200_.
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"CORPORATE TRUST OFFICE" means, as of the date hereof, the office of the
Trustee located at __________________, ________, ______________, Attention:
______________________.
"CURRENT RECEIVABLE" means each Receivable that is not a Defaulted
Receivable or a Liquidated Receivable.
"CUTOFF DATE" means __________, 200_.
"DELINQUENCY PERCENTAGE" means, with respect to a Collection Period, the
percentage equivalent of a fraction, the numerator of which is the number of (i)
all outstanding Receivables __ days or more delinquent (after taking into
account permitted extensions) as of the last day of such Collection Period,
determined in accordance with the Servicer's normal practices, plus (ii) all
Receivables the related Financed Vehicles of which have been repossessed but
have not been liquidated (to the extent the related Receivable is not otherwise
reflected in clause (i) above or is not a Defaulted Receivable), and the
denominator of which is the aggregate number of Current Receivables on the last
day of such Collection Period.
"DISCOUNT RATE" means ___% per annum.
The first "DISTRIBUTION DATE" shall be ___________, 200_.
The "FINAL SCHEDULED DISTRIBUTION DATE" shall be _______, 200_.
"LETTER OF REPRESENTATIONS" means the Letter of Representations among the
Seller, the Trustee and DTC, substantially in the form attached hereto as
Exhibit C.
"ORIGINAL CLASS A CERTIFICATE BALANCE" means $__________.
"ORIGINAL CLASS B CERTIFICATE BALANCE" means $__________.
"ORIGINAL POOL BALANCE" means $__________.
"PASS-THROUGH RATE" means ____% per annum.
"RATING AGENCY" means each of Moody's and Standard & Poor's.
"RECEIVABLES PURCHASE AGREEMENT" means that certain Receivables Purchase
Agreement, dated as of the Cutoff Date, between the Seller and
______________________.
"REQUIRED RATING" means a rating on commercial paper or other short-term
unsecured debt obligations of Prime-1 by Moody's and A-1+ by Standard & Poor's;
and any requirement that commercial paper or short-term unsecured debt
obligations have the "Required Rating" shall mean that such commercial paper or
unsecured debt obligations shall be rated at least equal to the foregoing
ratings from Moody's and Standard & Poor's.
"RESERVE FUND INITIAL DEPOSIT" means $__________.
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"SERVICING FEE RATE" means 1.00% per annum.
"SERVICER CERTIFICATE" means the monthly report by the Servicer,
substantially in the form attached hereto as Exhibit E.
"SPECIFIED RESERVE FUND BALANCE" means [STATE FORMULA].
"STANDARD TERMS AND CONDITIONS" means the Standard Terms and Conditions of
Agreement (Senior/Subordinated) for ______________________________ Trust
200_-__, effective __________, 200_, in the form attached hereto.
"YIELD SUPPLEMENT ACCOUNT DEPOSIT" means $__________.
SECTION 1.02. OTHER DEFINITIONS AND TERMS. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Standard Terms and Conditions.
Article Two
CREATION OF TRUST
Section 2.01. CREATION OF TRUST. Upon the execution of this Agreement by
the parties hereto, there is hereby created the ________________________________
Trust 200_-__.
Article Three
CONVEYANCE OF RECEIVABLES; SERVICER LETTER OF CREDIT
Section 3.01. CONVEYANCE OF RECEIVABLES. In consideration of the Trustee's
delivery to the Seller of executed and authenticated Certificates, in authorized
denominations, in an aggregate amount equal to the Original Pool Balance, the
Seller does hereby sell, transfer, assign and otherwise convey to the Trustee,
in trust for the benefit of the Certificateholders, without recourse (subject to
the Seller's obligations herein) all right, title and interest of the Seller in
and to:
(i) the Receivables identified in the Schedule of Receivables and all
monies due or to become due thereon or paid thereunder or in respect
thereof (including proceeds of the repurchase of Receivables by the Seller
pursuant to Section 12.05 or 20.02 of the Standard Terms and Conditions or
the purchase of Receivables by the Servicer pursuant to Section 13.08 or
20.02 of the Standard Terms and Conditions) on or after the Cutoff Date;
(ii) the security interests in the Financed Vehicles;
(iii) any proceeds of any physical damage insurance policies covering
the Financed Vehicles and in any proceeds of any credit life or credit
disability insurance policies relating to the Receivables or the Obligors;
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(iv) any proceeds of Dealer Recourse;
(v) all of the Seller's rights under the Receivables Purchase
Agreement, but not the obligations of the Seller thereunder;
(vi) the right to realize upon any property (including the right to
receive future Liquidation Proceeds) that shall have secured a Receivable
and have been repossessed by or on behalf of the Trustee;
(vii) the Certificate Account, the Payahead Account, such assets as
from time to time deposited therein (other than investment earnings
thereon) and all other assets comprising the Trust; and
(viii) all proceeds of the foregoing.
The parties hereto intend that the conveyance hereunder be a sale. In the
event that the conveyance hereunder is not for any reason considered a sale, the
Seller hereby grants to the Trustee on behalf of the Trust a first priority
perfected security interest in all of its right, title and interest in, to and
under the Receivables, and all other property conveyed hereunder and listed in
Section 3.01 hereof and all proceeds of any of the foregoing and the parties
intend that this Agreement constitute a security agreement under applicable law.
Such grant is made to secure the payment of all amounts payable hereunder,
including, without limitation, an amount equal to the Original Pool Balance.
Section 3.02. RESERVE FUND AND YIELD SUPPLEMENT ACCOUNT. The Seller hereby
grants to the Trustee on behalf of the Trust a first priority perfected security
interest in, all of its right, title and interest in, to and under the Reserve
Fund and the Yield Supplement Account and such assets as from time to time
deposited therein (including investment earnings thereon) and all proceeds of
any of the foregoing and the parties intend that this Agreement constitute a
security agreement under applicable law for such purpose. Such grant is made to
secure payment of all amounts payable to the Class A Certificateholders from the
Reserve Fund and the Yield Supplement Account pursuant to this Agreement.
Section 3.03. SERVICER LETTER OF CREDIT. Upon the obtaining of a Servicer
Letter of Credit pursuant to Sections 14.02(b) and 14.09 of the Standard Terms
and Conditions, the Trustee will hold the Servicer Letter of Credit and deliver
demands for payment pursuant thereto in accordance with its terms and the terms
of this Agreement.
Article Four
ACCEPTANCE BY TRUSTEE
Section 4.01. ACCEPTANCE BY TRUSTEE. The Trustee does hereby accept all
consideration conveyed by the Seller pursuant to Section 3.01 hereof, and
declares that the Trustee shall hold such
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consideration upon the trusts herein set forth for the benefit of holders of the
Certificates, subject to the terms and provisions of this Agreement.
Article Five
INCORPORATION OF STANDARD
TERMS AND CONDITIONS
Section 5.01. INCORPORATION OF STANDARD TERMS AND CONDITIONS. This Pooling
and Servicing Agreement does hereby incorporate by reference the Standard Terms
and Conditions, in the form attached hereto.
Article Six
ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER
Section 6.01. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER. The
Seller does hereby make the following representations and warranties on which
the Trustee shall rely in accepting the Receivables in trust and authenticating
the Certificates.
(i) MATURITY OF RECEIVABLES. Each Receivable has an original maturity
of not less than __ months nor greater than __ months and, as of the Cutoff
Date, a remaining maturity of not less than __ months nor greater than __
months.
(ii) FINANCE CHARGE. Each Receivable provides for the payment of a
finance charge or yield interest calculated on the basis of an APR ranging
from ____% to _____%.
(iii) PRINCIPAL BALANCE. Each Receivable has an original principal
balance of not less than $__________ nor more than $__________ and an
average unpaid principal balance, as of the Cutoff Date, of $__________.
(iv) ORIGINATION. Each Receivable was originated on or before
__________, ____.
(v) NO OVERDUE PAYMENTS. No Receivable has a Scheduled Payment that is
more than 30 days past due as of the Cutoff Date.
(vi) LOCATION OF RECEIVABLE FILES. Each Receivable File is kept at one
of the locations listed in Schedule B hereto.
(vii) ADDRESSES OF OBLIGORS. The Obligor under each Receivable has a
current billing address in the United States as of the Cutoff Date.
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Article Seven
_______________ NOT TO RESIGN AS SERVICER
Section 7.01. _________________NOT TO RESIGN AS SERVICER. Subject to the
provisions of Section 17.03 of the Standard Terms and Conditions, the Servicer
shall not resign from the obligations and duties hereby imposed on it as
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law. Notice of any such determination permitting the resignation of the Servicer
shall be communicated to the Trustee at the earliest practicable time (and, if
such communication is not in writing, shall be confirmed in writing at the
earliest practicable time) and any such determination shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee concurrently with or
promptly after such notice. No such resignation shall become effective until the
Trustee or a successor Servicer shall have assumed the responsibilities and
obligations of the Servicer in accordance with Sections 17.05 and 18.03 of the
Standard Terms and Conditions.
Article Eight
AGENT FOR SERVICE; GOVERNING LAW
Section 8.01. AGENT FOR SERVICE. The agent for service for the Seller shall
be ________________________________, and the agent for service for the Servicer
shall be its ________________.
Section 8.02. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties under this Agreement shall be
determined in accordance with such laws.
ARTICLES NINE AND TEN
[Reserved]
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IN WITNESS WHEREOF, the parties have caused this Pooling and Servicing
Agreement to be duly executed by their respective officers as of the day and
year first above written.
POOLED AUTO SECURITIES SHELF LLC,
as Seller
By: _______________________________________
Name:
Title:
_____________________________________,
as Servicer
By: _______________________________________
Name:
Title:
_____________________________________,
as Trustee
By: _______________________________________
Name:
Title:
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SCHEDULE A
SCHEDULE OF RECEIVABLES
Omitted - Originals on file at the offices of the Seller, the Servicer and the
Trustee.
SA-1
<PAGE>
SCHEDULE B
LOCATIONS OF RECEIVABLE FILES
SB-1
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EXHIBIT A
FORM OF CLASS A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
_______________________________ TRUST 200_-__
____% ASSET BACKED CERTIFICATE, CLASS A
evidencing a fractional undivided interest in the Trust,
the property of which includes a pool of retail installment
sale and conditional sale contracts secured by the new and
used motor vehicles financed thereby and sold to the Trust
by Pooled Auto Securities Shelf LLC. The Final Scheduled
Distribution Date is ______________, 200_.
(This Certificate does not represent an interest in or
obligation of Pooled Auto Securities Shelf LLC, ___________
or any of their respective affiliates)
CUSIP ___________
NUMBER RA-1 $__________
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
___________________________ ($__________) nonassessable, fully-paid, fractional
undivided interest in the _____________________________________ Trust 200_-__
formed by Pooled Auto Securities Shelf LLC, a Delaware limited liability company
(the "Seller"). The Trust was created pursuant to a Pooling and Servicing
Agreement, dated as of ___________, 200_ (the "Agreement"), among the Seller,
__________________________________, as Servicer, and ____________________, as
trustee (the "Trustee"). A summary of certain of the pertinent provisions of the
Agreement is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement.
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "_____________________________________ Trust
200_-__ ____% Asset Backed Certificates, Class A" (the "Class A Certificates").
Also issued under the Agreement are
A-1
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certificates designated as "_____________________________________ Trust 200_-__
____% Asset Backed Certificates, Class B" (the "Class B Certificates" and,
together with the Class A Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates to the extent
described in the Agreement. The aggregate undivided interest in the Trust
evidenced by all Class A Certificates is ____%. This Class A Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound. The property
of the Trust includes, among other things, a pool of retail installment sale and
conditional sale contracts (the "Receivables") for the new and used motor
vehicles financed thereby (the "Financed Vehicles") and certain monies due or
received under the Receivables on and after the Cutoff Date, security interests
in the Financed Vehicles and accessions thereto, certain bank accounts, proceeds
from claims on physical damage, credit life and disability insurance policies
covering each of the Financed Vehicles, the Receivables or the related Obligors,
the rights of the Seller under the Receivables Purchase Agreement, the right of
the Seller to receive the proceeds of Dealer Recourse, security interests in the
Reserve Fund and the Yield Supplement Account and all proceeds of the foregoing.
Under the Agreement, there will be distributed on the fifteenth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each, a "Distribution Date"), commencing on ___________, 200_, to the Person in
whose name this Class A Certificate is registered at the close of business on
the last calendar day immediately preceding the related Distribution Date or, if
Definitive Certificates are issued, the last day of the immediately preceding
calendar month (each, a "Record Date"), such Class A Certificateholder's
percentage interest in the Class A Distributable Amount for such Distribution
Date actually distributed, together with the payment of any outstanding Class A
Interest Carryover Shortfall and Class A Principal Carryover Shortfall actually
made on such Distribution Date, in each case to the extent and as more
specifically set forth in the Agreement.
Distributions on this Class A Certificate will be made by the Trustee by
check or money order mailed to the related Class A Certificateholder of record
in the Certificate Register without the presentation or surrender of this Class
A Certificate or the making of any notation hereon except that with respect to
Class A Certificates registered in the name of Cede & Co., the nominee for DTC,
distributions will be made in the form of immediately available funds. Except as
otherwise provided in the Agreement and notwithstanding the foregoing, the final
distribution on this Class A Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class A Certificate at the office or agency maintained for
that purpose by the Trustee in the Borough of Manhattan, The City of New York.
The Certificates do not represent an obligation of, or an interest in, the
Seller, the Servicer or any of their respective affiliates. The Certificates are
limited in right of payment to certain collections and recoveries respecting the
Receivables, monies on deposit in the Yield Supplement Account and, with respect
to the Class A Certificates, monies on deposit in the Reserve Fund, all as more
specifically set forth in the Agreement. A copy of the Agreement may
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be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing not less than 51% of the Voting Interests of
all Certificates, voting together as a single class. Any such consent by the
Holder of this Class A Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class A Certificate and of any Class A
Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon
this Class A Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Class A Certificate is registrable in the
Certificate Register upon surrender of this Class A Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations evidencing the same aggregate principal amount will be issued to
the designated transferee.
The Class A Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 and integral multiples
thereof (except for one Class A Certificate in a smaller minimum denomination
representing any remaining portion of the Original Class A Certificate Balance).
As provided in the Agreement and subject to certain limitations therein set
forth, Class A Certificates are exchangeable for new Class A Certificates of
authorized denominations evidencing the same aggregate principal amount, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.
Prior to due presentation of this Class A Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class A Certificate is registered
as the owner hereof for the purposes of receiving distributions and for all
other purposes, and none of the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the payment to Certificateholders of all
amounts required to be paid to them pursuant to the Agreement or the maturity or
liquidation of the last Receivable and the disposition of all property held as
part of the Trust. The Servicer, or any successor to the Servicer, may, at its
option, purchase the corpus of the Trust at a price specified in the
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Agreement, and such purchase of the Receivables and other property of the Trust
will effect early retirement of the Certificates; however, such right of
purchase is exercisable only on a Distribution Date following the last day of
any Collection Period as of which the Pool Balance is 10% or less of the
Original Pool Balance.
Unless the certificate of authentication hereon shall have been executed by
an authorized signatory of the Trustee, by manual signature, this Class A
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class A Certificate to be duly executed.
Dated: ___________, 200_ ____________________, as Trustee of
_____________________________ TRUST
200_-__
By:________________________________________
Authorized Signatory
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
____________________, as Trustee of ______
______________________________
TRUST 200_-__
By:________________________________________
Authorized Signatory
A-4
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.
Dated:
______________________________*
Signature Guaranteed:
______________________________*
* NOTICE: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the [Registrar], which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the [Registrar] in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
A-5
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EXHIBIT B
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
_____________________________________ TRUST 200_-__
____% ASSET BACKED CERTIFICATE, CLASS B
evidencing a fractional undivided interest in the Trust,
the property of which includes a pool of retail installment
sale contracts secured by the new and used motor vehicles
financed thereby and sold to the Trust by Pooled Auto
Securities Shelf LLC. The Final Scheduled Distribution Date
is ________, 200_.
(This Certificate does not represent an interest in or
obligation of Pooled Auto Securities Shelf LLC, ___________
or any of their respective affiliates)
NUMBER RB-1 $__________
THIS CERTIFIES THAT ______________________________ is the registered owner
of a _______________________________________________ ($__________)
nonassessable, fully-paid, fractional undivided interest in the ________________
___________________________ Trust 200_-__ (the "Trust") formed by Pooled Auto
Securities Shelf LLC, a Delaware limited liability company (the "Seller"). The
Trust was created pursuant to a Pooling and Servicing Agreement dated as of
__________, 200_ (the "Agreement"), among the Seller, __________________________
_________________________, as Servicer, and _____________________________, as
trustee (the "Trustee"). A summary of certain of the pertinent provisions of the
Agreement is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement.
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "_____________________________________ Trust
200_-__ ____% Asset Backed Certificates, Class B" (the "Class B Certificates").
Also issued under the Agreement are certificates designated as
"_____________________________________ Trust 200_-__ ____% Asset Backed
Certificates, Class A" (the "Class A Certificates" and, together with the Class
B Certificates, the "Certificates"). The Class B Certificates are subordinated
to the Class A Certificates to the extent described in the Agreement. The
aggregate undivided interest in the Trust evidenced by all Class B Certificates
is ___%. This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class B Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound. The property of the Trust includes, among other things, a
pool of retail installment sale and conditional sale contracts (the
"Receivables") for the new and used motor
B-1
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vehicles financed thereby (the "Financed Vehicles"), certain monies due or
received under the Receivables on and after the Cutoff Date, security interests
in the Financed Vehicles and accessions thereto, certain bank accounts, proceeds
from claims on physical damage, credit life and disability insurance policies
covering any of the Financed Vehicles, the Receivables or the related Obligors,
the rights of the Seller under the Receivables Purchase Agreement, the right of
the Seller to receive the proceeds of any Dealer Recourse, security interests in
the Reserve Fund and the Yield Supplement Account and all proceeds of the
foregoing.
Under the Agreement, there will be distributed on the fifteenth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each, a "Distribution Date"), commencing on ___________, 200_, to the Person in
whose name this Class B Certificate is registered at the close of business on
the last day of the immediately preceding calendar month (each, a "Record
Date"), such Class B Certificateholder's percentage interest in the Class B
Distributable Amount for such Distribution Date actually distributed, together
with the payment of any outstanding Class B Interest Carryover Shortfall and any
outstanding Class B Principal Carryover Shortfall actually made on such
Distribution Date, in each case to the extent and as more specifically set forth
in the Agreement.
Distributions on this Class B Certificate will be made by the Trustee by
check or money order mailed to the related Class B Certificateholder of record
in the Certificate Register without the presentation or surrender of this Class
B Certificate or the making of any notation hereon. Except as otherwise provided
in the Agreement and notwithstanding the foregoing, the final distribution on
this Class B Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Class B Certificate at the office or agency maintained for that purpose by the
Trustee in the Borough of Manhattan, The City of New York.
The Certificates do not represent an obligation of, or an interest in, the
Seller, the Servicer or any of their respective affiliates. The Certificates are
limited in right of payment to certain collections and recoveries respecting the
Receivables and the monies on deposit in the Yield Supplement Account and, with
respect to the Class A Certificates, monies on deposit in the Reserve Fund, all
as more specifically set forth in the Agreement. A copy of the Agreement may be
examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing not less than 51% of the Voting Interests of
all Certificates, voting together as a single class. Any such consent by the
Holder of this Class B Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class B Certificate and of any Class B
Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon
this Class B Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, without the consent of the Holders of any of the
Certificates.
B-2
<PAGE>
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Class B Certificate is registrable in the
Certificate Register upon surrender of this Class B Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Class B Certificates of authorized
denominations evidencing the same aggregate principal amount will be issued to
the designated transferee.
The Class B Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 and integral multiples
thereof (except for one Class B Certificate in a smaller minimum denomination
representing any remaining portion of the Original Class B Certificate Balance);
provided that for so long as there is only one Holder of the Class B
Certificates, one Class B Certificate may be issued in an amount representing
the entire Original Class B Certificate Balance. As provided in the Agreement
and subject to certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates of authorized denominations evidencing
the same aggregate principal amount, as requested by the Holder surrendering the
same. No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.
Prior to due presentation of this Class B Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class B Certificate is registered
as the owner hereof for the purpose of receiving distributions and for all other
purposes, and none of the Trustee, the Certificate Registrar nor any such agent
shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the payment to Certificateholders of all
amounts required to be paid to them pursuant to the Agreement or the maturity or
liquidation of the last Receivable and the disposition of all property held as
part of the Trust. The Servicer, or any successor to the Servicer, may, at its
option, purchase the corpus of the Trust at a price specified in the Agreement,
and such purchase of the Receivables and other property of the Trust will effect
early retirement of the Certificates; however, such right of purchase is
exercisable only on a Distribution Date following the last day of any Collection
Period as of which the Pool Balance is 10% or less of the Original Pool Balance.
Unless the certificate of authentication hereon shall have been executed by
an authorized signatory of the Trustee, by manual signature, this Class B
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
B-3
<PAGE>
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class B Certificate to be duly executed.
Dated: ___________, 200_ ____________________, as Trustee of
_____________________________ TRUST
200_-__
By:__________________________________
Authorized Signatory
This is one of the Class B Certificates referred to in the within-mentioned
Agreement.
____________________, as Trustee of
___________________________________
TRUST 200_-__
By:__________________________________
Authorized Signatory
B-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.
Dated:
__________________________________________*
Signature Guaranteed:
__________________________________________*
* NOTICE: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the [Registrar], which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the [Registrar] in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
B-5
<PAGE>
EXHIBIT C
LETTER OF REPRESENTATIONS
C-1
<PAGE>
D-5
EXHIBIT D
________________________________________ TRUST 200_-__
Servicer's Certificate
For the Month of ______, ___
<TABLE>
<CAPTION>
PRINCIPAL AND INTEREST COLLECTIONS
<S> <C> <C>
Beginning Pool Balance......................................................................... (1)$_______
Beginning Pool Factor [(1)/$ ]............................................................. (2) _______
Principal Collected (including from Applied Payments Ahead).................................... (3)$_______
Interest Collected (including from Applied Payments Ahead)..................................... (4)$_______
Less: Outstanding Advances .............................................................. (5)$_______
Less: Total Servicing Fees............................................................... (6)$_______
Total Interest Collected [(4)-((5)+(6))]....................................................... (7)$_______
Amount of Receivables which became Defaulted Receivables....................................... (8)$_______
Additional Deposits
(i) Warranty Purchase Payments......................................................... (9)$_______
(ii) Administrative Purchase Payments................................................... (10)$_______
(iii) Advances........................................................................... (11)$_______
(iv) Prepayments........................................................................ (12)$_______
(v) Optional Termination Amount........................................................ (13)$_______
(vi) Yield Supplement Deposit Amount (as required)...................................... (14)$_______
Total Additional Deposits...................................................................... (15)$_______
Total Available Funds [(3)+(7)+(15)]........................................................... (16)$_______
Ending Pool Balance [(1)-(3)].................................................................. (17)$_______
Ending Pool Factor [(17)/$ ]............................................................... (18)$_______
Basic Servicing Fee............................................................................ (19)$_______
DISTRIBUTIONS: CLASS A CLASS B
Class Percentage.............................................................. _______% _______%
Pool Factor................................................................... _______ _______
Beginning Pool Balance........................................................ _______ _______
Ending Pool Balance........................................................... _______ _______
Available Principal(3)........................................................ _______ _______
Available Interest(7)......................................................... _______ _______
Basic Servicing Fee........................................................... _______ _______
D-1
<PAGE>
CLASS A CLASS B
Total Servicing Fee........................................................... _______ _______
DISTRIBUTIONS:
Total payments to Certificateholders
Class A................................................................................... $_______
Class B................................................................................... $_______
Amount due Class B but paid to Class A (subordination)......................................... $_______
Class A Interest Carryover Shortfall........................................................... $_______
Class A Principal Carryover Shortfall.......................................................... $_______
Class B Interest Carryover Shortfall........................................................... $_______
Class B Principal Carryover Shortfall.......................................................... $_______
Class A Certificate Balance.................................................................... $_______
Class B Certificate Balance.................................................................... $_______
Payments from/(to) Reserve Fund................................................................ $_______
Specified Reserve Fund Balance................................................................. $_______
Payahead Account Balance and Payments Ahead held by Servicer................................... $_______
CHANGE TO OUTSTANDING ADVANCES
Beginning Balance of Outstanding Advances...................................................... $_______
Ending Balance of Outstanding Advances......................................................... $_______
Net Gain (Loss) to Outstanding Advances........................................................ $_______
CHANGE TO PAYMENTS AHEAD BALANCE
Beginning Balance of Payments Ahead............................................................ $_______
Ending Balance of Payments Ahead............................................................... $_______
Net Gain (Loss) to Payments Ahead.............................................................. $_______
RECONCILIATION OF YIELD SUPPLEMENT DEPOSIT AMOUNT
Class A/Class B Weighted Average Pass-Through Rate......... _____%
Servicing Fee Rate......................... 1.00%
</TABLE>
D-2
<PAGE>
<TABLE>
<CAPTION>
Interest at Yield
Interest at APR Pass-Through Rate Supplement
Yield Supplement Receivables (APR/12) plus 100 b.p. (Rate/12) Deposit Amount
--------------------------------------------------- --------------- ----------------------- --------------
Number of
APR Rate Accounts Total Balance
-------- --------- --------------- ---------------- ----------------------- ---------------
<S> <C> <C> <C> <C> <C>
---% ----- $-------------- $-------------- $--------------- ($--------)
---% ----- $-------------- $-------------- $--------------- ($--------)
---% ----- $-------------- $-------------- $--------------- ($--------)
---% ----- $-------------- $-------------- $--------------- ($--------)
---% ----- $-------------- $-------------- $--------------- ($--------)
---% ----- $-------------- $-------------- $--------------- ($--------)
---% ----- $-------------- $-------------- $--------------- ($--------)
TOTAL _____ $______________ $______________ $_______________ ($________)
Weighted Average Rate _____%
Total Interest Due at APR $_______________
Total Interest Due at Pass-Through plus Servicing Rate $_______________
Total Monthly Yield Supplement Deposit Amount ($_______________)
Maximum Yield Supplement Amount for __________ months $_______________
Beginning Yield Supplement Account Balance $_______________
plus: Investment Earnings $_______________
less: Yield Supplement Deposit Amount to Certificate Account $_______________
Ending Yield Supplement Account Balance $_______________
less: Release Amount Due Seller $_______________
Ending Yield Supplement Account Balance to be Invested $_______________
DETERMINATION OF THE SERVICER LETTER OF CREDIT AMOUNT
Number of Contracts -- End of Month............................................................ (20) _______
Original number of Contracts................................................................... (21) _______
Percent of Original Contracts remaining [(20)/(21)x100]........................................ (22) _______%
Original Servicer Letter of Credit Amount...................................................... (23)$_______
Revised Servicer Letter of Credit Amount [Lesser of [(22)x(23) or the Ending
Pool Balance (17)]..................................................................... (24)$_______
Servicer Letter of Credit Fee [(24)x(0. /12)]................................................. (25)$_______
RECONCILIATION OF RESERVE FUND
Beginning Reserve Fund Balance................................................................. (26)$_______
plus: Excess Amounts..................................................................... (27)$_______
less: Reserve Fund Payments.............................................................. (28)$_______
D-3
<PAGE>
Reserve Fund Prior to Payments to Class A Certificateholders and Seller........................ (29)$_______
Specified Reserve Fund Balance ("SRFB"):
(a) SRFB=$__________
Unless: average Charge-off Rate for preceding three Collection Periods is greater than
_____%, or
average Delinquency Percentage for preceding three Collection Periods is greater
than _____%
(b) Then SRFB=_____% x (1)
(c) Regardless of (a) or (b) above, SRFB must be greater than __________, but less than
__________.
(d) If Class A Certificate Balance is $__________ or less after giving
effect to distributions, then SRFB must be greater than the amount in
(b) or $__________ .
Required Reserve Fund Amount................................................................... (30)$_______
Amount of excess released [(29)-(30)].......................................................... (31)$_______
Ending SRFB to be invested..................................................................... (32)$_______
Units Amount Percent of Pool
-------------- ---------- ---------------
DELINQUENT ACCOUNTS
PERIOD OF DELINQUENCY
30 - 59 days......................................... _______ $_______ _______%
60 - 89 days......................................... _______ (A) $_______ _______%
90 days or more...................................... _______ (B) $_______ _______%
Total............................................ _______ $_______ _______%
Repossession Inventory.................................... _______ $_______ _______%
</TABLE>
<TABLE>
<CAPTION>
First Second Third Average of
Preceding Preceding Preceding Three
Collection Collection Collection Collection
Period Period Period Periods
<S> <C> <C> <C> <C>
Delinquency Percentage [(A)+(B) + _______% _______% _______% _______%
(repossessions)/number of outstanding
Receivables on last day of preceding
Collection Period]...........................
CHARGE-OFF RATE
Recoveries in respect of Defaulted
Receivables.................................. $_______ $_______ $_______ $_______
Aggregate Net Losses......................... $_______ $_______ $_______ $_______
Aggregate Principal Balance on last day of
preceding Collection Period.................. $_______ $_______ $_______ $_______
Aggregate Principal Balance on last day of
current Collection Period.................... $_______ $_______ $_______ $_______
Charge-off Rate % _______% _______% _______% _______%
[Aggregate Net Losses/(X)+(Y)]
-------
2
PROCEEDS FROM INSURANCE
D-4
<PAGE>
First Second Third Average of
Preceding Preceding Preceding Three
Collection Collection Collection Collection
Period Period Period Periods
<S> <C> <C> <C> <C>
Proceeds received during the month from $_______ $_______ $_______ $_______
physical damage insurance....................
Proceeds received during the month from $_______ $_______ $_______ $_______
Dealer Recoveries (repurchase obligations
relating to defaulted receivables.
</TABLE>
[STATE FORMULA]
D-5
