As filed with the Securities and Exchange Commission on September 28, 1994
Registration No. 33-55397
Post Effective Amendment No. 2 to Registration Statement No. 33-74336
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CARCO AUTO LOAN MASTER TRUST
(In which the Certificates evidence undivided interests)
U.S. AUTO RECEIVABLES COMPANY
(Originator of the Trust described herein)
(Exact name of registrant as specified in its charter)
DELAWARE 6146 38-2997412
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification No.)
27777 Franklin Road
Southfield, Michigan 48034
(810) 948-3031
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ROBERT A. LINK, ESQ.
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
(810) 948-3060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Copies to:
GREGORY M. SHAW, ESQ.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1902
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement
becomes effective as determined by market conditions.
----------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount Maximum Maximum Amount of
class of securities to be Offering Price Aggregate Registration
to be registered Registered Per Unit(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
Asset Backed
Certificates.......... $700,000,000 100% $700,000,000 $241,381.00(2)
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
IN ACCORDANCE WITH RULE 429 OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED HEREIN IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO $800,000,000 OF UNISSUED ASSET
BACKED CERTIFICATES REGISTERED UNDER REGISTRATION STATEMENT NO. 33-74336
AND THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2
TO SUCH REGISTRATION STATEMENT.
==========================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses
(other than underwriting discounts and commissions) to be incurred in
connection with the issuance and distribution of the Certificates.
<TABLE>
<S> <C>
SEC Filing Fee................................................ $ 241,381
Trustee's Fees and Expenses (including counsel fees).......... 60,000
Accounting Fees and Expenses.................................. 150,000
Legal Fees and Expenses....................................... 150,000
Printing and Engraving Expenses............................... 120,000
Rating Agency Fees............................................ 855,000
Miscellaneous................................................. 73,619
Total..................................................... $1,650,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chrysler Corporation (parent of Chrysler Financial Corporation and
therefore the indirect parent of the Registrant) and U.S. Auto Receivables
Company are incorporated under Delaware law. Section 145 of the Delaware
General Corporation Law provides that a Delaware corporation may indemnify
any persons, including officers and directors, who are, or are threatened
to be made, parties to any threatened, pending or completed legal action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.
Section B of Article VIII of the Certificate of Incorporation of
Chrysler Corporation, the indirect parent of the Registrant, provides, in
effect, that, subject to certain limited exceptions, Chrysler Corporation
will indemnify the officers and directors of Chrysler Corporation or its
subsidiaries to the extent permitted by Delaware law. In addition,
Chrysler Corporation maintains insurance providing for payment, subject to
certain exceptions, on behalf of officers and directors of Chrysler
Corporation and its subsidiaries of money damages incurred as a result of
legal actions instituted against them in their capacities as such officers
or directors.
Chrysler Financial Corporation is incorporated under Michigan law.
Sections 561 to 565, inclusive, and Sections 567 and 569 of the Michigan
Business Corporation Act provide, in effect, that a Michigan corporation
may indemnify any persons, including officers and directors, who are, or
are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, partner, trustee, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer or
director acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation or its
shareholders and, for criminal proceedings, had no reasonable cause to
believe that his conduct was illegal. A Michigan corporation may indemnify
officers and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such officer
or director actually and reasonably incurred.
Article VII of the By-Laws of the Registrant provides, in effect,
that, subject to certain exceptions, such Registrant will indemnify its
officers and directors to the extent that they acted in good faith and in
a manner reasonably believed to be in the best interests of the
Registrant.
ITEM 16. EXHIBITS:
1.1 -- Form of Underwriting Agreement with respect to the
Certificates.
3.1 -- Certificate of Incorporation of the Registrant is incorporated
by reference from Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-41177).
3.2 -- By-Laws of the Registrant are incorporated by reference from
Exhibit 3.2 of the Registrant's Registration Statement on Form
S-1 (File No. 33-41177).
4.1 -- Form of Pooling and Servicing Agreement among the Registrant,
the Servicer and the Trustee is incorporated by reference from
Exhibit 4.1 of the Registrant's Registration Statement on Form
S-1 (File No. 33-41177).
4.2 -- First Amendment to the Pooling and Servicing Agreement is
incorporated by reference from Exhibit 4.2 of the Registrant's
Registration Statement on Form S-1 (File No. 33-52990).
4.3 -- Second Amendment to the Pooling and Servicing Agreement is
incorporated by reference from Exhibit 4.3 of the Registrant's
Registration Statement on Form S-1 (File No. 33-70144).
4.4 -- Form of Series Supplement to the Pooling and Servicing
Agreement, including the form of the Certificates and other
exhibits thereto.
4.5 -- Form of Remarketing Agreement.
5.1 -- Opinion of Allan L. Ronquillo, Esq. with respect to certain
matters involving the Certificates.
8.1 -- Opinion of Cravath, Swaine & Moore with respect to federal tax
matters.
8.2 -- Opinion of Allan L. Ronquillo, Esq. with respect to tax
matters under Michigan law and the Certificates.
23.1 -- Consent of Allan L. Ronquillo, Esq. with respect to the
Certificates (included in opinions filed as Exhibits 5.1 and
8.2).
23.2 -- Consent of Cravath, Swaine & Moore with respect to the
Certificates (included in opinion filed as Exhibit 8.1).
23.3 -- Consent of Deloitte & Touche LLP
24.1 -- Power of Attorney.
ITEM 17. UNDERTAKINGS.
(a) As to Rule 415: The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) As to indemnification: Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15 herein, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
(c) As to documents subsequently filed that are incorporated by
reference: The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(d) As to information omitted in reliance on Rule 430A: The
undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, as amended, the information omitted from the
form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus filed
by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act of 1933, as amended, shall be deemed to be part
of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, as amended, each post-effective amendment
that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Southfield, State
of Michigan, on the day of September 28, 1994.
U.S. AUTO RECEIVABLES COMPANY
By /s/ John P. Tierney
John P. Tierney
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Principal executive officer:
/s/ John P. Tierney Chairman of September 28, 1994
John P. Tierney the Board
Principal financial officer:
/s/ Dennis M. Cantwell Vice President -- September 28, 1994
Dennis M. Cantwell Corporate Finance
and Development
Principal accounting officer:
/s/ T.P. Dykstra Vice President and September 28, 1994
T.P. Dykstra Controller
<PAGE>
Board of Directors:
/s/ Dennis M. Cantwell* Director September 28, 1994
Dennis M. Cantwell
/s/ T.P. Dykstra* Director September 28, 1994
T.P. Dykstra
/s/ Jeremiah E. Farrell* Director September 28, 1994
Jeremiah E. Farrell
/s/ E.F. Langs* Director September 28, 1994
E.F. Langs
/s/ L.A. Neeb* Director September 28, 1994
L.A. Neeb
/s/ J.A. Sellgren* Director September 28, 1994
J.A. Sellgren
/s/ John P. Tierney* Director September 28, 1994
John P. Tierney
*By /s/ Robert A. Link
Robert A. Link
Attorney-in-Fact
September 28, 1994
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1.1 -- Form of Underwriting Agreement with respect
to the Certificates.
3.1 -- Certificate of Incorporation of the
Registrant is incorporated by reference from
Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-41177).
3.2 -- By-Laws of the Registrant are incorporated
by reference from Exhibit 3.2 of the
Registrant's Registration Statement on Form
S-1 (File No. 33-41177).
4.1 -- Form of Pooling and Servicing Agreement
among the Registrant, the Servicer and the
Trustee is incorporated by reference from
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-41177).
4.2 -- First Amendment to the Pooling and Servicing
Agreement is incorporated by reference from
Exhibit 4.2 of the Registrant's Registration
Statement on Form S-1 (File No. 33-52990).
4.3 -- Second Amendment to the Pooling and
Servicing Agreement is incorporated by
reference from Exhibit 4.3 of the
Registrant's Registration Statement on Form
S-1 (File No. 33-70144).
4.4 -- Form of Series Supplement to the Pooling and
Servicing Agreement, including the form of the
Certificates and other exhibits thereto.
4.5 -- Form of Remarketing Agreement.
5.1 -- Opinion of Allan L. Ronquillo, Esq. with
respect to certain matters involving the
Certificates.
8.1 -- Opinion of Cravath, Swaine & Moore with
respect to federal tax matters.
8.2 -- Opinion of Allan L. Ronquillo, Esq. with
respect to tax matters under Michigan law
and the Certificates.
23.1 -- Consent of Allan L. Ronquillo, Esq. with
respect to the Certificates (included in
opinions filed as Exhibits 5.1 and 8.2).
23.2 -- Consent of Cravath, Swaine & Moore with
respect to the Certificates (included in
opinion filed as Exhibit 8.1).
23.3 -- Consent of Deloitte & Touche LLP
24.1 -- Power of Attorney.
EXHIBIT 1.1
CARCO AUTO LOAN MASTER TRUST
[ %][FLOATING RATE] AUTO LOAN ASSET BACKED CERTIFICATES,
SERIES 199[_-_]
U.S. AUTO RECEIVABLES COMPANY
(SELLER)
FORM OF UNDERWRITING AGREEMENT
[ ], 199[ ]
[ ]
As Representatives of the
Several Underwriters
Dear Sirs:
1. Introductory. U.S. Auto Receivables Company, a Delaware
corporation (the "Seller"), proposes to cause CARCO Auto Loan Master Trust
(the "Trust") to sell $[ ] principal amount of its [Floating
Rate][ %] Auto Loan Asset Backed Certificates, Series 199[_-_] (the
"Certificates"), to the several underwriters set forth on Schedule I hereto
(the "Underwriters"), for whom you are acting as representative (the
"Representative"). Each Certificate will represent a fractional undivided
ownership interest in the Trust. The assets of the Trust include, among
other things, a pool of receivables (the "Receivables") generated from time
to time pursuant to wholesale automobile loan revolving credit agreements
of Chrysler Credit Corporation, a Delaware corporation ("CCC"), and the
related Collateral Security. The Receivables were sold to the Trust by the
Seller and are serviced for the Trust by CCC (in such capacity, the
"Servicer"). The Certificates will be issued pursuant to a pooling and
servicing agreement dated as of May 31, 1991, as assigned by Chrysler Auto
Receivables Company ("CARCO") to the Seller on August 8, 1991 (as assigned
and as supplemented and amended from time to time, the "P&S"), among CARCO,
the Seller, the Servicer and Manufacturers and Traders Trust Company (the
"Trustee"), and the Series 199[_-_] Supplement to the P&S to be dated as of
[ ], 199[ ] (the "Supplement"), among the Seller, the Servicer and
the Trustee. The P&S and the Supplement are collectively referred to as
the "Pooling and Servicing Agreement".
Capitalized terms used and not otherwise defined herein shall
have the meanings given them in the Pooling and Servicing Agreement.
2. Representations and Warranties of the Seller. The Seller
represents and warrants to, and agrees with, you that:
(a) The Seller meets the requirements for use of Form S-3 under
the Securities Act and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (Registration
No. [ ]), including a related preliminary prospectus, on such Form
for the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the Certificates. The Seller may have filed one or
more amendments thereto, including the related preliminary prospectus, each
of which has previously been furnished to you. The Seller will next file
with the Commission either (i) prior to the effectiveness of such
registration statement, a further amendment thereto (including the form of
final prospectus) or (ii) a final prospectus in accordance with Rules 430A
and 424(b)(1) or (4) or (iii) a final prospectus in accordance with
Rules 415 and 424(b)(2) or (5). In the case of clause (ii), the Seller has
included in such registration statement, as amended at the Effective Date,
all information (other than Rule 430A Information) required by the
Securities Act and the rules thereunder to be included in the prospectus
with respect to the Certificates and the offering thereof. As filed, such
amendment and form of final prospectus, or such final prospectus, shall
include all Rule 430A Information, together with all other such required
information, with respect to the Certificates and, except to the extent
that you shall agree in writing to a modification, shall be in all
substantive respects in the form furnished to you prior to the Execution
Time or, to the extent not completed at the Execution Time, shall contain
only such specific additional information and other changes (beyond that
contained in the latest preliminary prospectus which has previously been
furnished to you) as the Seller has advised you, prior to the Execution
Time, will be included or made therein. If the Registration Statement
contains the undertaking specified by Regulation S-k Item 512(2), the
Registration Statement, at the Execution Time, meets the requirements set
forth in Rule 415(a)(1)(x).
For purposes of this Agreement, "Effective Time" means the date
and time as of which such registration statement, or the most recent post-
effective amendment thereto, if any, was declared effective by the
Commission, and "Effective Date" means the date of the Effective Time.
Such registration statement, as amended at the Effective Time, including
all information deemed to be a part of such registration statement as of
the Effective Time pursuant to Rule 430A(b) under the Securities Act, and
including the exhibits thereto and any material incorporated by reference
therein, is hereinafter referred to as the "Registration Statement", and
the form of prospectus relating to the Certificates as first filed with the
Commission pursuant to and in accordance with Rule 424(b) under the
Securities Act or, if no filing pursuant to Rule 424(b) is required, the
form of final prospectus included in the Registration Statement at the
Effective Date, is hereinafter referred to as the "Prospectus". "Execution
Time" shall mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Preliminary Prospectus" shall mean any
preliminary prospectus referred to above and any preliminary prospectus
included in the Registration Statement which at the Effective Date omits
Rule 430A Information. "Rule 430A Information" means information with
respect to the Certificates and the offering of the Certificates permitted
to be omitted from the Registration Statement when it becomes effective
pursuant to Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and
"Regulation S-K" refer to such rules or regulations under the Securities
Act. Any reference herein to the Registration Statement, a Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the Effective Date of the Registration
Statement or the issue date of such Preliminary Prospectus or the
Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date
of any Preliminary Prospectus or the Prospectus, as the case may be, deemed
to be incorporated therein by reference.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus is first filed
(if required) in accordance with Rule 424(b) and on the Closing Date, the
Prospectus (and any supplements thereto) will, comply in all material
respects with the applicable requirements of the Securities Act and the
rules and regulations of the Commission (the "Rules and Regulations"); on
the Effective Date, the Registration Statement did not or will not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; and, on the
Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did
not or will not, and on the date of any filing pursuant to Rule 424(b) and
on the Closing Date, the Prospectus (together with any supplement thereto)
will not, include any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Seller makes no representations or warranties
as to the information contained in or omitted from the Registration
Statement or the Prospectus (or any supplement thereto) in reliance upon
and in conformity with information furnished in writing to the Seller by
any Underwriter specifically for use in connection with preparation of the
Registration Statement or the Prospectus (or any supplement thereto). As
of the Closing Date (as defined below), the Seller's representations and
warranties in the Pooling and Servicing Agreement will be true and correct.
(c) This Agreement has been duly authorized, executed and
delivered by the Seller and Chrysler Financial Company (the "Company").
(d) None of the Seller, the Servicer or anyone acting on its
behalf has taken any action that would require qualification of the Pooling
and Servicing Agreement under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), or require registration of the Seller or the
Trust under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), nor will the Seller, the Servicer or the Company act, nor
has any of them authorized or will any of them authorize any person to act,
in such manner with respect to any Certificate.
3. Purchase, Sale, and Delivery of Certificates. On the basis
of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Seller agrees to
cause the Trust to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Trust the respective
principal amount of the Certificates set forth opposite the name of such
Underwriter on Schedule I hereto, at a purchase price of [ ] of the
aggregate principal amount thereof. Delivery of and payment for the
Certificates shall be made at the office of [ ],
[ ], on [ ], 199[ ] (the "Closing Date"). Delivery
of one or more global certificates representing the Certificates shall be
made against payment of the purchase price in immediately available funds
drawn to the order of the Seller. The global certificates to be so
delivered shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company ("DTC"). The interests of beneficial owners of
the Certificates will be represented by book entries on the records of DTC
and participating members thereof. Definitive Certificates representing
the Certificates will be available only under limited circumstances.
4. Offering by Underwriters. It is understood that, after the
Registration Statement becomes effective, the Underwriters propose to offer
the Certificates for sale to the public (which may include selected
dealers), as set forth in the Prospectus.
5. Covenants of the Seller. The Seller covenants and agrees
with the Underwriters that:
(a) The Seller will use its best efforts to cause the
Registration Statement, and any amendment thereto, if not effective at the
Execution Time, to become effective. If the Registration Statement has
become or becomes effective pursuant to Rule 430A, or filing of the
Prospectus is otherwise required under Rule 424(b), the Seller will file
the Prospectus, properly completed, and any supplement thereto, with the
Commission pursuant to and in accordance with the applicable
subparagraph within the time period prescribed. The Seller will advise you
promptly of any such filing pursuant to Rule 424(b).
(b) The Seller will advise you promptly of any proposal to amend
or supplement the registration statement as filed, or the related
prospectus, and will not effect such amendment or supplement without your
consent, which consent will not unreasonably be withheld; the Seller will
also advise you promptly of any request by the Commission for any amendment
of or supplement to the Registration Statement or the Prospectus or for any
additional information; and the Seller will also advise you promptly of the
effectiveness of the Registration Statement, of any amendment or supplement
of the Registration Statement or the Prospectus and of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threat of any proceeding for
that purpose and the Seller will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible the
lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Securities Act, any
event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or
if it is necessary at any time to amend or supplement the Prospectus to
comply with the Securities Act, the Seller promptly will prepare and file,
or cause to be prepared and filed, with the Commission an amendment or
supplement which will correct such statement or omission, or an amendment
or supplement which will effect such compliance. Any such filing shall not
operate as a waiver or limitation on any rights of the Underwriters
hereunder.
(d) As soon as practicable, but not later than sixteen months
after the original effective date of the Registration Statement, the Seller
will cause the Trust to make generally available to Series 199[_-_]
Certificateholders an earnings statement of the Trust covering a period of
at least twelve months beginning after the Effective Date of the
Registration Statement which will satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 under the Securities Act.
(e) The Seller will furnish to the Underwriters copies of the
Registration Statement (one of which will be signed and will include all
exhibits), each related preliminary prospectus, the Prospectus and all
amendments and supplements to such documents, in each case as soon as
available and in such quantities as you request.
(f) The Seller will arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions in the United
States as you may reasonably designate and will continue such
qualifications in effect so long as required for the distribution.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the Underwriters
shall cease to maintain a secondary market in the Certificates, whichever
occurs first, the Seller will deliver to the Underwriters the annual
statement of compliance and the annual independent certified public
accountants' report furnished to the Trustee pursuant to the Pooling and
Servicing Agreement, as soon as such statements and reports are furnished
to the Trustee.
(h) So long as any of the Certificates are outstanding, the
Seller will furnish to the Underwriters (i) as soon as practicable after
the end of the fiscal year all documents required to be distributed to
Series 199[_-_] Certificateholders or filed with the Commission pursuant to
the Exchange Act, or any order of the Commission thereunder and (ii) from
time to time, any information concerning the Seller filed with any
government or regulatory authority which is otherwise publicly available,
as the Underwriters may reasonably request.
(i) On or before the Closing Date, the Seller shall cause the
computer records of the Seller, the Servicer and the Company relating to
the Receivables to be marked to show the Trustee's absolute ownership of
the Receivables, and from and after the Closing Date none of the Company,
the Seller or the Servicer shall take any action inconsistent with the
Trustee's ownership of such Receivables, other than as permitted by the
Pooling and Servicing Agreement.
(j) To the extent, if any, that the rating provided with respect
to the Certificates by the rating agency or agencies that initially rate
the Certificates is conditional upon the furnishing of documents or the
taking of any other actions by the Seller, the Seller shall furnish such
documents and take any such other actions.
(k) For the period beginning on the date of this Agreement and
ending seven days after the Closing Date, unless waived by the
Underwriters, none of the Seller, the Company or any trust originated,
directly or indirectly, by the Seller or the Company will offer to sell or
sell certificates substantially similar to the Certificates, which are
collateralized by, or evidencing an ownership interest in, receivables
generated pursuant to wholesale automobile loan revolving credit agreements
without the prior written consent of the Underwriters.
6. Payment of Expenses. The Seller will pay all expenses
incident to the performance of its obligations under this Agreement,
including (i) the printing and filing of the Registration Statement as
originally filed and of each amendment thereto, (ii) the preparation of
this Agreement, (iii) the preparation, issuance and delivery of the
Certificates to the Underwriters, (iv) the fees and disbursements of the
Seller's counsel and accountants, (v) the qualification of the Certificates
under state securities laws in accordance with the provisions of
Section 5(f), including filing fees and the fees and disbursements of
counsel for you in connection therewith and in connection with the
preparation of any blue sky survey, (vi) the printing and delivery to the
Underwriters of copies of the Registration Statement as originally filed
and of each amendment thereto, (vii) the printing and delivery to the
Underwriters of copies of any blue sky survey prepared in connection with
the Certificates, (viii) any fees charged by rating agencies for the rating
of the Certificates, (ix) the fees and expenses, if any, incurred with
respect to any filing with the National Association of Securities Dealers,
Inc., and (x) the fees and expenses of Cravath, Swaine & Moore in its role
as special counsel to the Underwriters or the Seller, as the case may be,
incurred as a result of providing the opinions required by Sections 7(g)
and 7(h) hereof.
7. Conditions of the Obligations of the Under-writers. The
obligations of the Underwriters to purchase and pay for the Certificates
will be subject to the accuracy of the representations and warranties on
the part of the Seller herein, to the accuracy of the statements of
officers of the Seller made pursuant to the provisions hereof, to the
performance by the Seller of its obligations hereunder and to the following
additional conditions precedent:
(a) If the Registration Statement has not become effective prior
to the Execution Time, unless the Underwriters agree in writing to a later
time, the Registration Statement shall have become effective not later than
(i) 6:00 p.m. New York City time on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 p.m. New
York City time on such date or (ii) 12:00 noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 p.m. New York City time on such
date.
(b) The Prospectus and any supplements thereto shall have been
filed (if required) with the Commission in accordance with the Rules and
Regulations and Section 2 hereof, and prior to the Closing Date, no stop
order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been instituted
or, to the knowledge of the Seller or the Underwriters, shall be
contemplated by the Commission or by any authority administering any state
securities or blue sky law.
(c) On or prior to the date of this Agreement and on or prior to
the Closing Date, you shall have received a letter or letters, dated as of
the date of this Agreement and as of the Closing Date, respectively, of
Deloitte & Touche, Certified Public Accountants, substantially in the form
of the drafts to which you have previously agreed and otherwise in form and
substance satisfactory to you and your counsel.
(d) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development involving
a prospective change, in or affecting particularly the business or
properties of the Trust, the Seller, the Servicer, the Company or Chrysler
Corporation which, in the judgment of the Underwriters, materially impairs
the investment quality of the Certificates or makes it impractical or
inadvisable to market the Certificates; (ii) any suspension or limitation
of trading in securities generally on the New York Stock Exchange, or any
setting of minimum prices for trading on such exchange, or any suspension
of trading of any securities of Chrysler Corporation or the Company on any
exchange or in the over-the-counter market; (iii) any banking moratorium
declared by Federal or New York authorities; or (iv) any outbreak or
escalation of major hostilities in which the United States is involved, any
declaration of war by Congress, or any other substantial national or
international calamity or emergency if, in the judgment of the
Underwriters, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Certificates.
(e) You shall have received an opinion of Allan L. Ronquillo,
Vice President and General Counsel of the Company, the Seller and the
Servicer, addressed to you and the Trustee, dated the Closing Date and
satisfactory in form and substance to you and your counsel, to the effect
that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Michigan with full power and authority (corporate and other) to own
its properties and conduct its business, as presently conducted by it,
and to enter into and perform its obligations under this Agreement and
the Receivables Sale Agreement.
(ii) The Servicer has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware with full power and authority (corporate and other) to own
its properties and conduct its business, as presently conducted by it,
and to enter into and perform its obligations under the Pooling and
Servicing Agreement, the Receivables Sale Agreement and the
Receivables Purchase Agreement, and had at all relevant times, and now
has, the power, authority and legal right to acquire, own, sell and
service the Receivables.
(iii) The Seller has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware with full power and authority (corporate and other) to own
its properties and conduct its business, as presently conducted by it,
and to enter into and perform its obligations under this Agreement,
the Receivables Purchase Agreement and the Pooling and Servicing
Agreement and had at all times, and now has, the power, authority and
legal right to acquire, own and sell the Receivables.
(iv) Each of the Company, the Seller and the Servicer is duly
qualified to do business and is in good standing, and has obtained all
necessary licenses and approvals in each jurisdiction in which failure
to qualify or to obtain such licenses or approvals would render any
Receivable unenforceable by the Seller or the Trustee on behalf of any
Certificateholder.
(v) The direction by the Seller to the Trustee to authenticate
the Certificates has been duly authorized by the Seller, the
Certificates have been duly executed and delivered by the Seller and,
when authenticated by the Trustee in accordance with the Pooling and
Servicing Agreement and delivered and paid for pursuant to this
Agreement, will be duly issued and entitled to the benefits and
security afforded by the Pooling and Servicing Agreement, subject as
to the enforcement of remedies (x) to applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws
affecting creditors' rights generally, (y) to general principles of
equity (regardless of whether the enforcement of such remedies is
considered in a proceeding in equity or at law), and (z) to the
further qualification that certain of the remedial provisions in the
Pooling and Servicing Agreement may be limited or rendered
unenforceable under the laws of the State of New York (but such laws
do not, in such counsel's opinion, make the remedies provided by the
Pooling and Servicing Agreement unsatisfactory for the realization of
the benefits provided thereby).
(vi) The Receivables Purchase Agreement and the Pooling and
Servicing Agreement have been duly authorized, executed and delivered
by the Seller, and are legal, valid and binding obligations of the
Seller enforceable against the Seller in accordance with their terms,
except (x) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights, and (y) the remedy
of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
(vii) This Agreement has been duly authorized, executed and
delivered by the Seller and the Company.
(viii) The Receivables Sale Agreement has been duly authorized,
executed and delivered by the Company, and is the legal, valid and
binding obligation of the Company enforceable against the Company in
accordance with its terms, except (x) the enforceability thereof may
be subject to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws now or hereafter in effect relating to creditors'
rights, and (y) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought.
(ix) The Receivables Purchase Agreement, the Receivables Sale
Agreement and the Pooling and Servicing Agreement have been duly
authorized, executed and delivered by the Servicer, and are the legal,
valid and binding obligations of the Servicer enforceable in
accordance with their terms, except (x) the enforceability thereof may
be subject to bankruptcy, insolvency, reorganization, moratorium, or
other similar laws now or hereafter in effect relating to creditors'
rights, and (y) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought.
(x) Neither the transfer of the Receivables from the Company to
CCC nor from CCC to the Seller, nor the transfer of the Receivables
from the Seller to the Trustee acting on behalf of the Trust, nor the
assignment of the Collateral Security to the Servicer and to the
Seller, nor the assignment of the Collateral Security to the Trustee
acting on behalf of the Trust, nor the assignment of the Receivables
Purchase Agreement by the Seller to the Trustee on behalf of the
Trust, nor the execution and delivery of this Agreement and the
Receivables Sale Agreement by the Company, nor the execution and
delivery of the Receivables Purchase Agreement, the Receivables Sale
Agreement and the Pooling and Servicing Agreement by the Servicer, nor
the execution and delivery of this Agreement, the Receivables Purchase
Agreement, the Pooling and Servicing Agreement and the Certificates by
the Seller, nor the consummation of any transactions contemplated in
this Agreement, the Receivables Sale Agreement, the Receivables
Purchase Agreement or the Pooling and Servicing Agreement, nor the
fulfillment of the terms of this Agreement, the Receivables Sale
Agreement, the Receivables Purchase Agreement, the Pooling and
Servicing Agreement and the Certificates by the Company, the Servicer
or the Seller, as the case may be, will conflict with, or result in a
breach, violation or acceleration of, or constitute a default under,
any term or provision of the articles of incorporation or by-laws of
the Company, the Servicer or the Seller or of any indenture or other
agreement or instrument to which the Company, the Servicer or the
Seller is a party or by which any of them or their respective property
is bound, or result in a violation, or contravene the terms, of any
statute, order or regulation applicable to the Company, the Servicer
or the Seller of any court, regulatory body, administrative agency or
governmental body having jurisdiction over any of them.
(xi) There are no actions, proceedings or investigations pending
or, to the best of such counsel's knowledge after due inquiry,
threatened before any court, administrative agency, or other tribunal
(1) asserting the invalidity of this Agreement, the Pooling and
Servicing Agreement, the Receivables Sale Agreement or the Receivables
Purchase Agreement, (2) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement, the Pooling and
Servicing Agreement, the Receivables Sale Agreement or the Receivables
Purchase Agreement or the execution and delivery thereof, (3) that
might materially and adversely affect the performance by the Company
of its obligations under, or the validity or enforceability of, this
Agreement or the Receivables Sale Agreement, (4) that might materially
and adversely affect the performance by the Seller of its obligations
under, or the validity or enforceability of, this Agreement, the
Receivables Purchase Agreement or the Pooling and Servicing Agreement
or (5) that might materially and adversely affect the performance by
the Servicer of its obligations under, or the validity or
enforceability of, the Receivables Purchase Agreement, the Receivables
Sale Agreement or the Pooling and Servicing Agreement.
(xii) To the best knowledge of such counsel and except as set
forth in the Prospectus, no default exists and no event has occurred
which, with notice, lapse of time or both, would constitute a default
in the due performance and observance of any term, covenant or
condition of any agreement to which the Company is a party or by which
it is bound, which default is or would be material for the financial
condition, earnings, prospects, business or properties of the Company
and its subsidiaries, taken as a whole.
(xiii) Nothing has come to such counsel's attention that would lead
such counsel to believe that the representations and warranties of
(x) the Servicer contained in the Receivables Purchase Agreement or
the Pooling and Servicing Agreement are other than as stated therein
or (y) the Seller contained in this Agreement, the Receivables
Purchase Agreement or the Pooling and Servicing Agreement are other
than as stated therein.
(xiv) The Seller is the sole owner of all right, title and
interest in, and has good and marketable title to, the Receivables and
the Collateral Security to be transferred by it to the Trust. The
assignment of the Receivables and the Collateral Security, all
documents and instruments relating thereto and all proceeds thereof to
the Trustee, pursuant to the Pooling and Servicing Agreement, vest in
the Trustee all interests which are purported to be conveyed thereby,
free and clear of any liens, security interests or encumbrances except
as specifically permitted pursuant to the Pooling and Servicing
Agreement.
(xv) Immediately prior to the transfer of the Receivables to the
Trustee, the Seller's interest in the Receivables, the Collateral
Security (including the security interests in the Vehicles securing
the Receivables) and the proceeds of each of the foregoing was
perfected upon the filing of the UCC-1 financing statement with the
Secretary of State of the State of Michigan and the Secretary of State
of the State of New York and constituted a perfected first priority
interest therein, subject to the rights of the Purchased Receivables
Owners in the Collateral Security (other than the Vehicles securing
the Receivables). If a court concludes that the transfer of the
Receivables from the Seller to the Trustee is a sale, the interest of
the Trustee in the Receivables, the Collateral Security (including the
security interests in the Vehicles securing the Receivables) and the
proceeds of each of the foregoing will be perfected upon the filing of
the UCC-1 financing statement, the form of which is attached to such
opinion with the Secretary of State of the State of Michigan and the
Secretary of State of the State of New York and will constitute a
first priority perfected interest therein, subject to the rights of
the Purchased Receivables Owners in the Collateral Security (other
than the Vehicles securing the Receivables). If a court concludes
that such transfer is not a sale, the Pooling and Servicing Agreement
constitutes a grant by the Seller to the Trustee of a valid security
interest in the Receivables, the Collateral Security (including the
security interests in the Vehicles securing the Receivables) and the
proceeds of each of the foregoing, which security interest is
perfected upon the filing of the UCC-1 financing statement the form of
which is attached to such opinion with the Secretary of State of the
State of Michigan and the Secretary of State of the State of New York
and will constitute a first priority perfected security interest
therein, subject to the rights of the Purchased Receivables Owners in
the Collateral Security (other than the Vehicles securing the
Receivables). No filing or other action, other than the filing of the
UCC-l financing statements with the Secretary of State of the State of
Michigan and the Secretary of State of the State of New York referred
to above, is necessary to perfect and maintain the interest of the
Trustee in the Receivables, the Collateral Security (including the
security interests in the Vehicles securing the Receivables) and the
proceeds of each of the foregoing against third parties.
(xvi) The Receivables are chattel paper as defined in the Uniform
Commercial Code.
(xvii) The Pooling and Servicing Agreement and the Receivables
Purchase Agreement conform in all material respects with the
description thereof contained in the Registration Statement and the
Prospectus and any supplement thereto.
(xviii) The statements in the Registration Statement and the
Prospectus under the heading "Special Considerations--Certain Legal
Aspects" and "Certain Legal Aspects of the Receivables", to the extent
they constitute matters of law or legal conclusions with respect
thereto, have been reviewed by such counsel and are correct in all
material respects.
(xix) The statements contained in the Prospectus and any
supplement thereto under the captions "The Certificates" and "Series
Provisions", insofar as such statements constitute a summary of the
Certificates and the Pooling and Servicing Agreement, constitute a
fair summary of such documents.
(xx) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated in this Agreement, the Receivables Purchase
Agreement, the Receivables Sale Agreement and the Pooling and
Servicing Agreement, except such filings with respect to the transfer
of the Receivables to the Servicer pursuant to the Receivables Sale
Agreement, the transfer of the Receivables to the Seller pursuant to
the Receivables Purchase Agreement, and the transfer of the
Receivables to the Trustee acting on behalf of the Trust pursuant to
the Pooling and Servicing Agreement, as have been made and such other
approvals as have been obtained.
(xxi) Such counsel is familiar with the Servicer's standard
operating procedures relating to the Servicer's acquisition of a
perfected first priority security interest in the vehicles financed by
the Servicer pursuant to wholesale automobile revolving credit
agreements in the ordinary course of the Servicer's business.
Assuming that the Servicer's standard procedures are followed with
respect to the perfection of security interests in the Vehicles (and
such counsel has no reason to believe that the Servicer has not or
will not continue to follow its standard procedures in connection with
the perfection of security interests in the Vehicles), the Servicer
has acquired or will acquire a perfected first priority security
interest in the Vehicles.
(xxii) All actions required to be taken and all filings required to
be made under the Securities Act and the Exchange Act prior to the
sale of the Certificates have been duly taken or made.
(xxiii) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act, and the Trust is not required
to be registered under the Investment Company Act.
(xxiv) The Seller is not, and will not as a result of the offer and
sale of the Certificates as contemplated in the Prospectus and this
Agreement become, an "investment company" as defined in the Investment
Company Act or a company "controlled by" an "investment company"
within the meaning of the Investment Company Act.
(xxv) To the best of such counsel's knowledge and information,
there are no legal or governmental proceedings pending or threatened
which are required to be disclosed in the Registration Statement,
other than those disclosed therein.
(xxvi) To the best of such counsel's knowledge and information,
there are no contracts, indentures, mortgages, loan agreements, notes,
leases or other instruments required to be described or referred to in
the Registration Statement or to be filed as exhibits thereto other
than those described or referred to therein or filed or included or
incorporated by reference as exhibits thereto, in order to make the
statements therein not misleading, the descriptions thereof or
references thereto are correct, and no default exists in the due
performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instrument so described, referred
to, filed or incorporated by reference.
(xxvii) The Registration Statement has become effective under the
Securities Act, any required filing of the Prospectus and any
supplements thereto pursuant to Rule 424(b) has been made in the
manner and within the time period required by Rule 424(b), and, to the
best of the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, and the Registration Statement
and the Prospectus, and each amendment or supplement thereto, as of
their respective effective or issue dates, complied as to form in all
material respects with the requirements of the Securities Act and the
Rules and Regulations.
(xxviii) Such counsel has examined the Registration Statement and
the Prospectus, and nothing has come to such counsel's attention that
would lead such counsel to believe that the Registration Statement or
the Prospectus or any amendment or supplement thereto as of the
respective dates thereof (other than the financial statements and
other financial and statistical information contained therein, as to
which such counsel need not express any view) contains an untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein not misleading.
(f) You shall have received an opinion of Allan L. Ronquillo,
Vice President and General Counsel of the Company, the Seller and the
Servicer, addressed to you and the Trustee, dated the Closing Date and
satisfactory in form and substance to you and your counsel, to the effect
that the statements in the Registration Statement and the Prospectus under
the heading "Certain Tax Matters--State and Local Tax Consequences"
accurately describe the material Michigan tax consequences to holders of
the Certificates.
(g) [ ], special counsel to the Seller,
shall have delivered an opinion, dated the Closing Date, with respect to
the characterization of the transfer of the Receivables.
(h) You shall have received an opinion of [
], addressed to you, dated the Closing Date, (i) in its
capacity as your special counsel, with respect to the validity of the
Certificates and such other related matters as you shall require and
(ii) in its capacity as Federal tax and ERISA counsel for the Seller and
the Trust, to the effect that the statements in the Registration Statement
and the Prospectus under the heading "Certain Tax Matters" (other than
"State and Local Tax Consequences") accurately describe the material
Federal income tax consequences to holders of the Certificates, and the
statements in the Registration Statement and the Prospectus under the
heading "ERISA Considerations", to the extent that they constitute
statements of matters of law or legal conclusions with respect thereto,
have been prepared or reviewed by such counsel and accurately describe the
material consequences to holders of the Certificates under ERISA.
(i) You shall have received an opinion addressed to you, the
Seller and the Servicer of [ ], counsel to the Trustee,
dated the Closing Date and satisfactory in form and substance to you and
your counsel, to the effect that:
(i) The Trustee is a banking corporation duly incorporated and
validly existing under the laws of the State of New York.
(ii) The Trustee has the full corporate trust power to accept the
office of trustee under the Pooling and Servicing Agreement and to
enter into and perform its obligations under the Pooling and Servicing
Agreement.
(iii) The execution and delivery of the Pooling and Servicing
Agreement and the performance by the Trustee of its obligations under
the Pooling and Servicing Agreement have been duly authorized by all
necessary corporate action of the Trustee.
(iv) The Pooling and Servicing Agreement constitutes a valid and
binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms under the law of the State of New York and
the Federal law of the United States.
(v) The execution and delivery by the Trustee of the Pooling and
Servicing Agreement does not require any consent, approval or
authorization of, or any registration or filing with, any New York or
United States Federal governmental authority.
(vi) Each of the Certificates has been duly executed by the
Trustee as trustee and authenticating agent.
(j) You shall have received certificates dated the Closing Date
of any two of the Chairman of the Board, the President, any Vice President,
the Treasurer, any Assistant Treasurer, the principal financial officer, or
the principal accounting officer of each of the Seller and the Servicer in
which such officers shall state that, to the best of their knowledge after
reasonable investigation, (i) the representations and warranties of the
Seller or the Servicer, as the case may be, contained in the Receivables
Purchase Agreement and the Pooling and Servicing Agreement, respectively,
are true and correct, that the Seller or the Servicer, as the case may be,
has complied with all agreements and satisfied all conditions on its part
to be performed or satisfied under such Agreements at or prior to the
Closing Date, that no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission and (ii) since
December 31, 199[ ], except as may be disclosed in the Prospectus or, in
the case of Chrysler Corporation, as may be disclosed publicly by Chrysler
Corporation prior to the execution of this Agreement, no material adverse
change, or any development involving a prospective material adverse change,
in or affecting particularly the business or properties of the Trust, the
Seller, the Servicer, the Company or Chrysler Corporation has occurred.
(k) You shall have received evidence satisfactory to you that,
on or before the Closing Date, UCC-1 financing statements have been or are
being filed in the office of the Secretary of State of the States of
Michigan and New York reflecting the transfer of the interest of the
Servicer in the Receivables and the proceeds thereof to the Seller, and the
transfer of the interest of the Seller in the Receivables and the proceeds
thereof to the Trustee.
(l) The Certificates shall have been rated ["[ ]" by Standard
and Poor's Corporation, "[ ]" by Moody's Investors Service, Inc.,
"[ ]" by Duff & Phelps, Inc., and "[ ]" by Fitch Investors Service,
Inc.]
(m) No Early Amortization Event or Reinvestment Event or other
event or condition, which event or condition with notice, the passage of
time or both would result in an Early Amortization Event or Reinvestment
Event, shall have occurred or shall exist with respect to any outstanding
Series on the Closing Date.
The Seller will provide or cause to be provided to you such
conformed copies of such opinions, certificates, letters and documents as
you reasonably request.
8. Indemnification and Contribution. (a) The Seller and the
Company will, jointly and severally, indemnify and hold each Underwriter
harmless against any losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment,
exhibit or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each such
indemnified party for any legal or other expenses reasonably incurred by
such party in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that neither the Seller nor the Company will be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement in
or omission or alleged omission from any of such documents in reliance upon
and in conformity with written information furnished to the Seller by any
Underwriter through you specifically for use therein.
(b) Each Underwriter, severally and not jointly, agrees to
indemnify and hold harmless the Seller against any losses, claims, damages
or liabilities to which the Seller may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus or any amendment, exhibit or
supplement thereto, or any related preliminary prospectus, or arise out of
or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Seller by such Underwriter
through you specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Seller in connection with
investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party),
and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnifying party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Seller on the one hand and the Underwriters on the
other from the offering of the Certificates or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Seller
on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Seller on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses)
received by the Seller bear to the total underwriting discounts and
commissions received by the Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Seller or by any Underwriter and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of
this subsection (d). Notwithstanding the provisions of this subsection
(d), no Underwriter (except as may be provided in the agreement among
Underwriters relating to the offering of the Certificates) shall be
required to contribute any amount in excess of the underwriting discount or
commission applicable to the Certificates purchased by such Underwriter
hereunder. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The obligations of the Seller and the Company under this
Section 8 shall be in addition to any liability which the Seller or the
Company may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Securities Act; and the obligations of any Underwriter under
this Section shall be in addition to any liability which such Underwriter
may otherwise have and shall extend, upon the same terms and conditions, to
each director of the Seller, to each officer of the Seller who has signed
the Registration Statement and to each person, if any, who controls the
Seller within the meaning of the Securities Act.
9. Defaults by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Certificates agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the amount of Certificates set forth opposite their names in
Schedule I hereto bears to the aggregate amount of Certificates set forth
opposite the names of all the remaining Underwriters) the Certificates
which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Certificates which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate principal amount of
Certificates set forth in Schedule I hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation
to purchase any, of the Certificates, and if such nondefaulting
Underwriters do not purchase all the Certificates, this Agreement will
terminate without liability to any nondefaulting Underwriter, the Trust or
the Seller. In the event of a default by any Underwriter as set forth in
this Section 9, the Closing Date shall be postponed for such period, not
exceeding seven days, as the Underwriters shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Seller and any nondefaulting Underwriter for damages occasioned
by its default hereunder.
10. No Bankruptcy Petition. Each Underwriter covenants and
agrees that, prior to the date which is one year and one day after the
payment in full of all securities issued by the Seller or by a trust for
which the Seller was the depositor which securities were rated by any
nationally recognized statistical rating organization, it will not
institute against, or join any other Person in instituting against, the
Seller any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other proceedings under any Federal or state
bankruptcy or similar law.
11. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements
of the Seller or its officers and the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement or contained
in certificates of officers of the Seller submitted pursuant hereto shall
remain operative and in full force and effect, regardless of any
investigation or statement as to the results thereof, made by or on behalf
of any Underwriter or of the Seller or the Company or any of their
respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Certificates. If
for any reason the purchase of the Certificates by the Underwriters is not
consummated, the Seller shall remain responsible for the expenses to be
paid or reimbursed by the Seller pursuant to Section 6 and the respective
obligations of the Seller and the Underwriters pursuant to Section 8 shall
remain in effect. If for any reason the purchase of the Certificates by
the Underwriters is not consummated (other than because of a failure to
satisfy the conditions set forth in items (ii), (iii) and (iv) of
Section 7(d)), the Seller will reimburse the Underwriters severally, upon
demand, for all out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by any Underwriter in connection with the
offering of the Certificates. Nothing contained in this Section 11 shall
limit the recourse of the Seller against the Underwriters.
12. Notices. All communications hereunder will be in writing
and, if sent to the Underwriters, will be mailed, delivered or telegraphed
and confirmed to the Representative at
[
], Attention: [ ]; and, if sent to the
Seller, will be mailed, delivered or telegraphed and confirmed to it at
U.S. Auto Receivables Company, 27777 Franklin Road, Southfield, Michigan
48034, Attention: Secretary.
13. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8,
and no other person will have any rights or obligations hereunder.
14. Applicable Law. This Agreement will be governed by, and
construed in accordance with, the laws of the State of New York.
15. Severability of Provisions. Any covenant, provision,
agreement or term of this Agreement that is prohibited or is held to be
void or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof.
16. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the
matters and transactions contemplated hereby and supersedes all prior
agreements and understandings whatsoever relating to such matters and
transactions.
17. Amendment. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against whom enforcement of the change,
waiver, discharge or termination is sought.
18. Headings. The headings in this Agreement are for the
purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
19. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which
shall together constitute one instrument.
20. Representation. You will act for the several Underwriters in
connection with the transactions contemplated by this Agreement, and any
action under this Agreement taken by you will be binding upon all the
Underwriters.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement among the Seller and the
several Underwriters in accordance with its terms.
Very truly yours,
U.S. AUTO RECEIVABLES COMPANY,
By:
--------------------------------
Name:
Title:
CHRYSLER FINANCIAL CORPORATION,
By:
--------------------------------
Name:
Title:
The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date
first written above.
[ ],
on behalf of itself and
as Representative of the several
Underwriters
By:
--------------------------------
Name:
Title:
EXHIBIT 4.4
==============================================================================
U.S. AUTO RECEIVABLES COMPANY
Seller
CHRYSLER CREDIT CORPORATION
Servicer
and
MANUFACTURERS AND TRADERS TRUST COMPANY
Trustee
----------------------------
SERIES [199_-_] SUPPLEMENT
Dated as of [ ], 199[ ]
to
POOLING AND SERVICING AGREEMENT
Dated as of May 31, 1991
(as assigned, amended and supplemented)
----------------------------
$[ ]
CARCO AUTO LOAN MASTER TRUST
SERIES [199_-_]
==============================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series [199 - ] Certificates
SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. . . . . . . . . . . . . . . 22
ARTICLE IV
Rights of Series [199 - ] Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections 23
SECTION 4.02. Monthly Interest. . . . . . . . . . . . . . . . . . 25
SECTION 4.03. Determination of Monthly Principal. . . . . . . . . 27
SECTION 4.04. Establishment of [Reserve Fund and] Funding
Accounts. . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . . . 32
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor
Principal Collections . . . . . . . . . . . . . . 33
SECTION 4.07. Distribution to Series [199_-_] Certificateholders. 35
SECTION 4.08. Application of [Reserve Fund and] Available
Subordinated Amount . . . . . . . . . . . . . . . 36
SECTION 4.09. Investor Charge-Offs. . . . . . . . . . . . . . . . 38
SECTION 4.10. Excess Servicing. . . . . . . . . . . . . . . . . . 38
SECTION 4.11. Excess Principal Collections. . . . . . . . . . . . 39
[SECTION 4.12. Excess Funding Account. . . . . . . . . . . . . . . 40]
SECTION 4.13. Accumulation Period Length; Accumulation Period
Commencement Date . . . . . . . . . . . . . . . . 42
[SECTION 4.14. Enhancement . . . . . . . . . . . . . . . . . . . . 42]
ARTICLE V
Distributions and Reports to
Series [199 - ] Certificateholders
SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . 42
SECTION 5.02. Reports and Statements to Series [199_-_]
Certificateholders. . . . . . . . . . . . . . . . 43
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. . . . . . . . . . . 43
ARTICLE VII
Reinvestment Events
SECTION 7.01. Reinvestment Events . . . . . . . . . . . . . . . . 45
[ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase . . . . . . . . . . . . . . . . 49]
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions
Pursuant to [Section 8.01 of this Series
Supplement or] Section 2.03 or 12.02(c) of the
Agreement . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement . . . . . . . . . . 51
ARTICLE X
Other Series Provisions
SECTION 10.01. Certain Permitted Actions; Amendments to the
Agreement; Additional Covenants . . . . . . . . 52
[SECTION 10.02. Effect of Fully Reinvested Date; Conveyance of
Receivables . . . . . . . . . . . . . . . . . . . 53]
SECTION 10.03. Tax Treatment . . . . . . . . . . . . . . . . . . . 55
ARTICLE XI
Miscellaneous Provisions
SECTION 11.01. Ratification of Agreement . . . . . . . . . . . . . 56
SECTION 11.02. Counterparts. . . . . . . . . . . . . . . . . . . . 56
SECTION 11.03. Dealer Concentrations . . . . . . . . . . . . . . . 56
SECTION 11.04. Governing Law . . . . . . . . . . . . . . . . . . . 56
EXHIBITS
Exhibit A Form of Certificate
Exhibit B Form of Distribution Date Statement
SCHEDULES
Schedule 1 Identification of the Series [199_-_] Accounts
<PAGE>
SERIES [199[ ]_-_] SUPPLEMENT dated as of [ ],
199[ ] (the "Series Supplement"), among U.S. AUTO
RECEIVABLES COMPANY, a Delaware corporation, as Seller,
CHRYSLER CREDIT CORPORATION, a Delaware corporation, as
Servicer, and MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company ("CARCO") to
the Seller on August 8, 1991 (as assigned, amended and supplemented, the
"Agreement"), among the Seller, the Servicer and the Trustee, CARCO has
created and assigned to the Seller the CARCO Auto Loan Master Trust (the
"Trust"). Section 6.03 of the Agreement provides that the Seller may from
time to time direct the Trustee to issue, on behalf of the Trust, one or
more new Series of Investor Certificates representing fractional undivided
interests in the Trust. The Principal Terms of any new Series are to be
set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee
shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series [199 - ] Certificates
SECTION 1.01. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued pursuant to the Agreement and
this Series Supplement to be known as the "[Floating Rate][ %] Auto Loan
Asset Backed Certificates, Series [199_-_]".
(b) In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained
in the Agreement, the terms and provisions of this Series Supplement shall
govern.
ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in this Series
Supplement the following words and phrases shall have the following
meanings.
["Accrual Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the Initial
Distribution Date, the Closing Date) to but excluding such Distribution
Date.]
["Accumulation Period" shall mean, unless an Early Amortization
Event [(other than an Early Amortization Event which has resulted in an
Early Amortization Period which has ended as described in clause [ ] of
the definition thereof)], or a Reinvestment Event [(other than a
Reinvestment Event which has resulted in a Reinvestment Period which has
ended as described in clause [ ] of the definition thereof)] shall have
occurred prior thereto, the period commencing on the Accumulation Period
Commencement Date and ending upon the first to occur of (a) the
commencement of an Early Amortization Period, [(b) the commencement of a
Reinvestment Period] and (c) the payment in full to Series [199_-_]
Certificateholders of the outstanding principal amount of the Series [199_-_]
Certificates.]
["Accumulation Period Commencement Date" shall mean, [if the
Accumulation Period Length is one month, two months, three months, four
months or five months, the first day of the [ ] Collection Period,
the [ ] Collection Period, the [ ] Collection Period, the
Collection Period or the [ ] Collection Period, respectively;
provided, however, that the Accumulation Period Commencement Date shall be
[ ], if, prior to such date, any other outstanding Series shall
have entered into an early amortization period or a reinvestment person;
and provided further that, if the Accumulation Period Length shall have
been determined pursuant to Section 4.13 to be less than five months and,
thereafter, any outstanding Series shall enter into an early amortization
period or reinvestment period, the Accumulation Period Commencement Date
shall be the earlier of (a) the date that such outstanding Series shall
have entered into its early amortization period or reinvestment period and
(b) the Accumulation Period Commencement Date as previously determined][add
Citi alternative].
["Accumulation Period Length" shall mean a period which is [one,
two, three, four or five month(s) long and is calculated as the product,
rounded upwards to the nearest integer, of (a) five and (b) a fraction, the
numerator of which is the Invested Amount as of the [ ] Distribution
Date (after giving effect to all changes therein on such date) and the
denominator of which is the sum of such Invested Amount and the invested
amounts as of the [ ] Distribution Date (after giving effect to all
changes therein on such date) of all other outstanding Series whose
respective revolving periods are not scheduled to end before the last day
of the [ ] Collection Period][add Citi alternative].
[Additional Carry-Over Amount" shall have the meaning specified
in Section 4.02(b).]
"Additional Interest" shall have the meaning specified in
Section 4.02(a).
"Adjusted Invested Amount" shall mean, with respect to
Series [199_-_] for any Collection Period, an amount equal to the sum of
(a) the Initial Invested Amount of the Certificates on the Determination
Date occurring in such Collection Period, minus the excess, if any, of the
aggregate amount of Investor Charge-Offs for all Distribution Dates
preceding such date over the aggregate amount of any reimbursements of
Investor Charge-Offs for all Distribution Dates preceding such date and
(b) the applicable [Aggregate] Available Subordinated Amount, if any, on
the Determination Date occurring in such Collection Period (in each case,
after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date following the Determination
Date during the Collection Period in which such date occurs).
["Adjustment Date" shall mean [ ], ].
["Aggregate Available Subordinated Amount" shall mean [the sum
of] the Available Subordinated Amount [, the Available Negative Carry
Subordinated Amount][and [others].]
"Allocable Defaulted Amount" shall mean, with respect to any
Collection Period, the product of (a) the Series [199_-_] Allocation
Percentage with respect to such Collection Period and (b) the Defaulted
Amount with respect to such Collection Period.
"Allocable Miscellaneous Payments" shall mean, with respect to
any Distribution Date, the product of (a) the Series [199_-_] Allocation
Percentage for the related Collection Period and (b) Miscellaneous Payments
with respect to the related Collection Period.
"Allocable Non-Principal Collections" shall mean, with respect to
any Deposit Date, the product of (a) the Series [199_-_] Allocation
Percentage for the related Collection Period and (b) the aggregate amount
of Collections of Non-Principal Receivables relating to such Deposit Date.
"Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series [199_-_] Allocation Percentage
for the related Collection Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to such Deposit
Date.
["Assets Receivables Rate" shall mean, with respect to any
[Interest Period][Accrual Period], an amount equal to the product of (a)
the quotient obtained by dividing (i) 360 by (ii) the actual number of days
elapsed in such [Interest Period][Accrual Period] and (b) a percentage,
expressed as a fraction, (i) the numerator of which is the sum of
(A) Investor Non-Principal Collections for the Collection Period
immediately preceding the last day of such Interest Period (which, for the
purposes of this definition only, shall be determined based on the interest
amounts billed to the Dealers which are due during such Collection Period)
less, unless the Monthly Servicing Fee has been waived by the Servicer, the
Certificateholders Monthly Servicing Fee with respect to such immediately
preceding Collection Period and (B) the Investment Proceeds to be applied
on the Distribution Date related to such [Interest Period][Accrual Period]
and (ii) the denominator of which is the sum of (A) the product of (I) the
Series [199_-_] Floating Allocation Percentage, (II) the Series [199_-_]
Series Allocation Percentage and (III) the average Pool Balance (after
giving effect to charge-offs) for such immediately preceding Collection
Period, [(B) the principal balance on deposit in the Excess Funding Account
on the first day of such [Interest Period][Accrual Period] (after giving
effect to all deposits to and withdrawals therefrom on such first day) and
[(C) the principal balance on deposit in the Principal Funding Account on
the first day of such [Interest Period][Accrual Period] (after giving
effect to all deposits to and withdrawals therefrom on such first day).]
"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) an amount equal to
Investor Principal Collections for such Distribution Date, (b) Allocable
Miscellaneous Payments with respect to such Distribution Date,
(c) Series [199_-_] Excess Principal Collections on deposit in the
Collection Account for such Distribution Date [and (d) on the Termination
Date, any funds in the Reserve Fund after giving effect to Section 4.08].
"Available Negative Carry Subordinated Amount" shall mean [
].]
"Available Seller's Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Available Seller's Non-Principal
Collections for such Deposit Date and (b) the Available Seller's Principal
Collections for such Deposit Date; provided, however, that the Available
Seller's Collections shall be zero for any Collection Period with respect
to which the Available Subordinated Amount is zero on the Determination
Date immediately following the end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Non-Principal Collections for such
Deposit Date.
"Available Seller's Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such
Collection Period by (b) Allocable Principal Collections for such Deposit
Date.
"Available Subordinated Amount" for the first Determination Date
shall mean an amount equal to the Required Subordinated Amount. The
Available Subordinated Amount for any subsequent Determination Date shall
mean an amount equal to (a) the lesser of (i) the Available Subordinated
Amount for the preceding Determination Date, minus (A) the Required
Subordination Draw Amount with respect to the preceding Distribution Date
to the extent provided in Section 4.08, [minus (B) withdrawals from the
Reserve Fund pursuant to Section 4.08 on the preceding Distribution Date to
make distributions pursuant to Section [4.06(a)(iv)] (but excluding any
other withdrawals from the Reserve Fund)], plus (C) the portion of Excess
Servicing for such preceding Distribution Date distributed to the Seller
pursuant to Section 4.10(c), [plus (D) any amounts distributed as a Carry-
Over Amount or Additional Carry-over Amount pursuant to Section 4.07(c) on
the preceding Distribution Date] [and (ii) the product of the fractional
equivalent of the Subordinated Percentage and the Invested Amount on such
Determination Date, minus (b) in the case of clause (a)(i), the Incremental
Subordinated Amount for such preceding Determination Date,][plus (c) the
Incremental Subordinated Amount for the current Determination Date,] [plus
(d) the Subordinated Percentage of funds to be withdrawn from the Excess
Funding Account on the succeeding Distribution Date and paid to the Seller
or allocated to one or more Series]; provided, however, that the Available
Subordinated Amount may be increased on any Determination Date by the
Seller, in its sole discretion, by notice to the Trustee on or before such
Determination Date, so long as the cumulative amount of such increases does
not exceed the lesser of (x) $[ ] or (y) [ ]% of the Invested
Amount on such date; provided, however, that, once the [Accumulation
Period][Controlled Amortization Period] or any Early Amortization Period
[(other than an Early Amortization Period which has ended as described in
clause [ ] of the definition thereof)] shall have commenced, the Available
Subordinated Amount shall be calculated based on the Invested Amount as of
the close of business on the day preceding such [Accumulation
Period][Controlled Amortization Period] or Early Amortization Period [; and
provided further that, during any Reinvestment Period [(other than a
Reinvestment Period which has ended as described in clause [ ] of the
definitions thereof) shall have commenced, the Available Subordinated
Amount shall be calculated based on the Invested Amount as of the close of
business on the day preceding such Reinvestment Period [less [describe
permitted reductions, e.g., based on payment rates]].
["Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Seller which is reasonably acceptable to
the Trustee.]
["Carry-over Amount" shall mean, for any Distribution Date with
respect to which the related Certificate Rate is calculated on the basis of
the Asset Receivables Rate, the excess of (a) Monthly Interest for such
Distribution Date determined as if such Certificate Rate were calculated on
the basis of the Index formula set forth in clause (a) of the definition of
Certificate Rate over (b) the actual Monthly Interest for such Distribution
Date.]
"Certificate Rate" shall mean [ % per annum][, with respect to
any [Interest Period][Accrual Period], [the lesser of (a)] the Index for
such [Interest Period][Accrual Period][plus] [minus][times][ %] [and
(b) the Asset Receivables Rate for the immediately preceding [Interest
Period][Accrual Period]].
"Certificateholders Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Closing Date" shall mean [ ], 199[ ].
["Controlled Accumulation Amount" shall mean an amount equal to
the Invested Amount as of [the [ ] Distribution Date] [ ] (after
giving effect to any changes therein on such date), divided by the
Accumulation Period Length.]
["Controlled Amortization Amount" means an amount equal to the
Invested Amount as of the [ ] Distribution Date (after giving effect to
any changes therein on such date) divided by [ ].]
["Controlled Amortization Period" shall mean, unless an Early
Amortization Event [(other than an Early Amortization which has resulted in
an Early Amortization Period which has ended as described in clause [ ] of
the definition thereof] [or a Reinvestment Event [other than a Reinvestment
Event which has resulted in a Reinvestment Period which has ended as
described in clause [ ] of the definition thereof)] shall have occurred
prior thereto, the period commencing on the Principal Commencement Date and
ending on the first to occur at (a) the commencement of an Early
Amortization Period [,(b) the commencement of a Reinvestment Period] and
(c) the payment in full to Series [199_-_] Certificateholders of the
outstanding principal amount of the Series [199_-_] Certificates.]
["Controlled Distribution Amount" for a Distribution Date means
the sum of (a) [the excess, if any, of (i)] the Controlled Amortization
Amount for such Distribution Date [over (ii) the quotient obtained by
dividing the amount on deposit in the Excess Funding Account as of the [ ]
Distribution Date (after giving effect to any withdrawals from or deposits
to such account on such date) by [ ],] plus (b) any Controlled
Distribution Amount for a prior Distribution Date not previously
distributed to Series [199_-_] Certificateholders.]
[Controlled Deposit Amount" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the sum of (i) the product of
the Controlled Accumulation Amount and the number of Distribution Dates
from and including the first Distribution Date with respect to the
Accumulation Period through and including such Distribution Date (but not
in excess of the Accumulation Period Length) [and (ii) the amount on
deposit in the Excess Funding Account as of [the [ ] Distribution
Date] [ ] (after giving effect to any withdrawals from or deposits to
such account on such date (other than the transfer to the Principal Funding
Account of the amounts on deposit therein on such date))], over (b) the sum
of amounts on deposit in [the Excess Funding Account and the Principal
Funding Account, in each case before giving effect to any withdrawals from
or deposits to such accounts on such Distribution Date.]
"Deficiency Amount" shall have the meaning specified in
Section 4.05.
"Early Amortization Event" shall mean any Early Amortization
Event specified in Section 9.01 [ ] of the Agreement, together with any
additional Early Amortization Event specified in Section 6.01 of this
Series Supplement[; provided, however, that (i) for purposes of
Section 2.05(d)(vii), 2.07(b)(vi), 2.07(d)(viii), 3.01(d) and 6.03(b)(v) of
the Agreement, Early Amortization Event shall also include any Reinvestment
Event and (ii) for purposes of Section 2.01 of the Agreement, Early
Amortization Events specified in Sections 9.01(b),(c),(d) and (e) of the
Agreement shall also include Reinvestment Events specified in
Section 7.01[ ], respectively, of this Series Supplement].
"Early Amortization Period" shall mean an Early Amortization
Period with respect to Series [199_-_] [that occurs as a result of any
event specified in Section 9.01[ ] of the Agreement or any Early
Amortization Event specified in Section 6.01 of this Series Supplement] [;
provided, however, that for purposes of Section 4.04 of the Agreement,
Early Amortization Period shall also include, prior to the occurrence of
the Fully Reinvested Date and the making of all allocations, distributions,
withdrawals and deposits required to be made on such date [or at any time
thereafter following the recommencement of the Revolving Period], any
Reinvestment Period].
"Eligible Investments" shall mean (a) book-entry securities,
negotiable instruments or securities represented by instruments in bearer
or registered form having original or remaining maturities of 30 days or
less, but in no event occurring later than the Distribution Date next
succeeding the Trustee's acquisition thereof, which evidence:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America;
(ii) demand deposits, time deposits or certificates of deposit of
any depository institution or trust company incorporated under the
laws of the United States of America or any state thereof (or any
domestic branch of a foreign bank) and subject to supervision and
examination by Federal or state banking or depository institution
authorities; provided, however, that at the time of the Trust's
investment or contractual commitment to invest therein, the commercial
paper or other short-term unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a person or
entity other than such depository institution or trust company)
thereof shall have a credit rating from each of the Rating Agencies in
the highest investment category granted thereby;
(iii) commercial paper having, at the time of the Trust's
investment or contractual commitment to invest therein, a rating from
each of the Rating Agencies in the highest investment category granted
thereby;
(iv) [except during a Reinvestment Period,] investments in money
market funds having a rating from each of the Rating Agencies in the
highest investment category granted thereby or otherwise approved in
writing thereby;
(v) bankers' acceptances issued by any depository institution or
trust company referred to in clause (ii) above;
(vi) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, the United States of
America or any agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the United States of
America, in either case entered into with a depository institution or
trust company (acting as principal) described in clause (ii);
(vii) repurchase obligations with respect to any security or whole
loan, entered into with (i) a depository institution or trust company
(acting as principal) described in clause (ii) above (except that the
rating referred to in the proviso in such clause (ii) shall be A-1 or
higher in the case of Standard & Poor's) (such depository institution
or trust company being referred to in this definition as a "Financial
Institution"), (ii) a broker/dealer (acting as principal) registered
as a broker or dealer under Section 15 of the Securities Exchange Act
of 1934, as amended (a "Broker/Dealer") the unsecured short-term debt
obligations of which are rated P-1 by Moody's and at least A-1 by
Standard & Poor's at the time of entering into such repurchase
obligation (a "Rated Broker/Dealer"), (iii) an unrated Broker/Dealer
(an "Unrated Broker/Dealer"), acting as principal, that is a wholly
owned subsidiary of a non-bank holding company the unsecured short-
term debt obligations of which are rated P-1 by Moody's and at least
A-1 by Standard & Poor's at the time of entering into such repurchase
obligation (a "Rated Holding Company") or (iv) an unrated subsidiary
(a "Guaranteed Counterparty"), acting as principal, that is a wholly-
owned subsidiary of a direct or indirect parent Rated Holding Company,
which guarantees such subsidiary's obligations under such repurchase
agreement; provided that the following conditions are satisfied:
(A) the aggregate amount of funds invested in repurchase
obligations of a Financial Institution, a Rated Broker/Dealer, an
Unrated Broker/Dealer or Guaranteed Counterparty in respect of
which the Standard & Poor's unsecured short-term ratings are A-1
(in the case of an Unrated Broker/Dealer or Guaranteed
Counterparty, such rating being that of the related Rated Holding
Company) shall not exceed 20% of the sum of the then outstanding
principal balance of Series [199_-_] Certificates (there being no
limit on the amount of funds that may be invested in repurchase
obligations in respect of which such Standard & Poor's rating is
A-1+ (in the case of an Unrated Broker/Dealer or Guaranteed
Counterparty, such rating being that of the related Rated Holding
Company));
(B) in the case of any Series [199_-_] Account (other than
the Collection Account), the rating from Standard & Poor's in
respect of the unsecured short-term debt obligations of the
Financial Institution, Rated Broker/Dealer, Unrated Broker/Dealer
or Guaranteed Counterparty (in the case of an Unrated
Broker/Dealer or Guaranteed Counterparty, such rating being that
of the related Rated Holding Company) shall be A-1+;
(C) the repurchase obligation must mature within 30 days of
the date on which the Trustee enters into such repurchase
obligation;
(D) the repurchase obligation shall not be subordinated to
any other obligation of the related Financial Institution, Rated
Broker/Dealer Unrated Broker/Dealer or Guaranteed Counterparty;
(E) the collateral subject to the repurchase obligation is
held, in the appropriate form, by a custodial bank on behalf of
the Trustee;
(F) the repurchase obligation shall require that the
collateral subject thereto shall be marked to market daily;
(G) in the case of a repurchase obligation of a Guaranteed
Counterparty, the following conditions shall also be satisfied:
(i) the Trustee shall have received an opinion of
counsel (which may be in house counsel) to the effect that
the guarantee of the related Rated Holding Company is a
legal, valid and binding agreement of the Rated Holding
Company, enforceable in accordance with its terms, subject
as to enforceability to bankruptcy, insolvency,
reorganization and moratorium or other similar laws
affecting creditors' rights generally and to general
equitable principles;
(ii) the Trustee shall have received (x) an incumbency
certificate for the signer of such guarantee, certified by
an officer of such Rated Holding Company, and (y) a
resolution, certified by an officer of the Rated Holding
Company, of the board of directors (or applicable committee
thereof) of the Rated Holding Company authorizing the
execution, delivery and performance of such guarantee by the
Rated Holding Company;
(iii) the only conditions to the obligation of such Rated
Holding Company to pay on behalf of the Guaranteed
Counterparty shall be that the Guaranteed Counterparty shall
not have paid under such repurchase obligation when required
(it being understood that no notice to, demand on or other
action in respect of the Guaranteed Counterparty is
necessary) and that the Trustee shall make a demand on the
Rated Holding Company to make the payment due under such
guarantee;
(iv) the guarantee of the Rated Holding Company shall be
irrevocable with respect to such repurchase obligation and
shall not be subordinate to other obligations of the Rated
Holding Company; and
(v) each of Standard & Poor's and Moody's has confirmed
in writing to the Trustee that it has reviewed the form of
the guarantee of the Rated Holding Company and has
determined that the Trust's investment in such repurchase
obligation, taking into account the issuance of such
guarantee, will not result in the downgrade or withdrawal of
the ratings assigned to the Series [199_-_] Certificates.
(H) the repurchase obligations shall require that the
repurchase obligation be overcollatera- lized and shall provide
that, upon any failure to maintain such overcollateralization,
the repurchase obligation shall become due and payable, and
unless the repurchase obligation is satisfied immediately, the
collateral subject to the repurchase agreement shall be
liquidated and the proceeds applied to satisfy the unsatisfied
portion of the repurchase obligation; and
(b) any other investment consisting of a financial asset that by
its terms converts to cash within a finite period of time, provided that
each Rating Agency shall have notified the Seller, the Servicer and the
Trustee that the Trust's investment therein will not result in a reduction
or withdrawal of the rating of any outstanding class or Series with respect
to which it is a Rating Agency.
"Excess Reserve Fund Required Amount" shall mean, for any
Distribution Date with respect to an Early Amortization Period [or any
Distribution Date with respect to a Reinvestment Period that occurs prior
to the Fully Reinvested Date], an amount equal to the greater of (a) [ ]%
of the initial principal balance of the Series [199_-_] Certificates and
(b) the excess of (i) the sum of (x) the Available Subordinated Amount on
the preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution
Date) and (y) an amount equal to (A) the excess of the Required
Participation Percentage over 100%, multiplied by (B) the outstanding
principal balance of the Series [199_-_] Certificates on such Distribution
Date (after giving effect to any changes therein on such Distribution Date)
over (ii) the excess of (x) the Series [199_-_] Allocation Percentage of
the Pool Balance on the last day of the immediately preceding Collection
Period over (y) the Invested Amount on such Distribution Date (after giving
effect to changes therein on such Distribution Date); provided that the
Excess Reserve Fund Required Amount shall not exceed such Available
Subordinated Amount.
"Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than
0% nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables [(except during any Early Amortization Period)]
and Defaulted Receivables and Principal Receivables during the Revolving
Period, the sum of (i) the Floating Allocation Percentage with respect to
such Collection Period and (ii) the percentage equivalent of a fraction,
the numerator of which is the Available Subordinated Amount as of the
Determination Date occurring in such Collection Period (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on
the Distribution Date immediately following such Determination Date) and
the denominator of which is the product of (x) the Pool Balance as of the
last day of such immediately preceding Collection Period and (y) the
Series [199_-_] Allocation Percentage for the Collection Period in respect
of which the Excess Seller's Percentage is being calculated or (b) 100%
minus, when used with respect to [Non-Principal Receivables during any
Early Amortization Period and] Principal Receivables during the
[Accumulation Period] [Controlled Amortization Period] and any Early
Amortization Period [or Reinvestment Period], the sum of (i) the Fixed
Allocation Percentage with respect to such Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the
Available Subordinated Amount as of the Determination Date occurring in
such Collection Period (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date) and the denominator of which
is the product of (x) the Pool Balance as of the last day of such
immediately preceding Collection Period and (y) the Series [199_-_]
Allocation Percentage for the Collection Period in respect of which the
Excess Seller's Percentage is being calculated.
"Excess Servicing" shall mean, with respect to any Distribution
Date, the amount, if any, specified pursuant to Section 4.06(a)[(viii)]
with respect to such Distribution Date.
"Expected Payment Date" shall mean the [ ]
Distribution Date.
"Fixed Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount
as of the last day of the Revolving Period and the denominator of which is
the product of (a) the Pool Balance as of the last day of the immediately
preceding Collection Period and (b) the Series [199_-_] Allocation
Percentage with respect to the Collection Period in respect of which the
Principal Allocation Percentage is being calculated; provided, however,
that, with respect to that portion of any Collection Period that falls
after the date on which any Early Amortization Event occurs [(other than an
Early Amortization Event which has resulted in an Early Amortization Period
which has ended as described in clause [ ] thereof] [or any Reinvestment
Event occurs [(other than a Reinvestment Period which has ended as
described in clause [ ] thereof)], the Fixed Allocation Percentage shall
be reset using the Pool Balance as of the close of business on [the earlier
of] the date on which such Early Amortization Event shall have occurred
[and the date on which such Reinvestment Event shall have occurred] and
Principal Collections shall be allocated for such portion of such
Collection Period using such reset Fixed Allocation Percentage.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount
as of the last day of the immediately preceding Collection Period (after
giving effect to the reinvestment to occur on the next succeeding
Distribution Date) and the denominator of which is the product of (a) the
Pool Balance as of such last day and (b) the Series [199_-_] Allocation
Percentage for the Collection Period in respect of which the Floating
Allocation Percentage is being calculated; provided, however, that, with
respect to the first Collection Period, the Floating Allocation Percentage
shall mean the percentage equivalent of a fraction, the numerator of which
is the Initial Invested Amount and the denominator of which is the product
of (x) the Pool Balance on the Series Cut-Off Date and (y) the Series
[199-_-] Allocation Percentage with respect to the Series Cut-Off Date.
["Incremental Subordinated Amount" shall mean, with respect to
any Determination Date, the result obtained by multiplying (a) a fraction,
the numerator of which is the sum of (i) (A) the Invested Amount on the
last day of the immediately preceding Collection Period or (B) with respect
to the first Determination Date, the Invested Amount on the Closing Date
and (ii) (A) the Available Subordinated Amount for such Determination Date
(calculated without adding the Incremental Subordinated Amount for such
Distribution Date as described in clause (c) of the definition thereof) or
(B) with respect to the first Determination Date, the product of the
Invested Amount on the Closing Date and the Subordinated Percentage and the
denominator of which is the Pool Balance on such last day by (b) the Trust
Incremental Subordinated Amount.]
["Index" shall mean [ ].]
"Initial Distribution Date" shall mean [ ] , 199[ ].
"Initial Invested Amount" shall mean the portion of initial
principal amount of the Series [199_-_] Certificates which is invested in
Principal Receivables on the Closing Date, which is $[ ][, plus
(a) the amount of any withdrawals from the Excess Funding Account in
connection with the purchase of an additional interest in Principal
Receivables of the Trust, minus (b) the amount of any additions to the
Excess Funding Account in connection with a reduction in the Principal
Receivables in the Trust].
"Initial Principal Amount" shall mean $[ ].
["Initial Reserve Fund Deposit Amount" shall mean $[ ].
["Initial Yield Supplement Account Deposit Amount" shall mean
$[ ]].
["Interest Funding Account" shall have the meaning specified in
Section 4.04[ ].]
["Interest Payment Date" shall mean [ ].]
["Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the Initial
Distribution Date, the Closing Date) to but excluding such Distribution
Date. Interest will be calculated on the basis of the actual number of
days in each Interest Period divided by 360 days.]
"Interest Shortfall" shall have the meaning specified in
Section 4.02.
"Invested Amount" shall mean, when used with respect to any date,
an amount equal to (a) the Initial Invested Amount, minus (b) the amount,
without duplication, of principal payments [(except principal payments made
from the Excess Funding Account and any transfers from the Excess Funding
Account to the Principal Funding Account)] made to Series [199_-_]
Certificateholders or deposited to the Principal Funding Account prior to
such date, minus (c) the excess, if any, of the aggregate amount of
Investor Charge-Offs over Investor Charge-Offs reimbursed pursuant to
Section 4.08 prior to such date. In addition, for purposes of the
definitions of "Early Amortization Period" [and Reinvestment Period and
Section 12.01 of the Agreement], the Invested Amount shall be an amount
equal to the outstanding principal amount of the Certificates.
"Investment Proceeds" shall mean, with respect to any
Determination Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Series [199_-_]
Accounts, together with an amount equal to the Series [199_-_] Allocation
Percentage of the interest and other investment earnings on funds held in
the Collection Account credited to the Collection Account pursuant to
Section 4.02 of the Agreement.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.09.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Collection Period and (b) Allocable
Non-Principal Collections deposited in the Collection Account for the
related Collection Period[; provided, however, that with respect to any
Distribution Date with respect to any Early Amortization Period, Investor
Non-Principal Collections shall mean an amount equal to the product of
(i) the Fixed Allocation Percentage for the related Collection Period and
(ii) Allocable Non-Principal Collections deposited in the Collection
Account for the related Collection Period].
"Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating
Allocation Percentage, with respect to the Revolving Period, or the
Principal Allocation Percentage, with respect to the [Accumulation Period]
[Controlled Amortization Period] or an Early Amortization Period [or a
Reinvestment Period] for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an
Early Amortization Period [or a Reinvestment Period]) and (ii) Allocable
Principal Collections deposited in the Collection Account for the related
Collection Period (or any partial Collection Period which occurs as the
first Collection Period during an Early Amortization Period [or a
Reinvestment Period]) and (b) the amount, if any, of Collections of Non-
Principal Receivables, Excess Servicing and Available Seller's Collections
to be distributed pursuant to Section [4.06(a)(iv), 4.08(b) or 4.10(a)] on
such Distribution Date.
["London Business Day" shall mean any business day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.]
"Monthly Interest" shall have the meaning specified in
Section 4.02.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Principal" shall have the meaning specified in
Section 4.03.
"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Moody's" shall mean Moody's Investors Service, Inc.
"Pool Factor" shall mean, with respect to any Determination Date,
a number carried out to 11 decimals representing the ratio of the Invested
Amount as of such Determination Date (determined after taking into account
any increases or decreases in the Invested Amount which will occur on the
following Distribution Date) to the Initial Invested Amount.
"Principal Commencement Date" shall mean [
].
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (a) the Invested
Amount on such Distribution Date, (b) accrued and unpaid interest on the
unpaid balance of the Series [199_-_] Certificates (calculated on the basis
of the outstanding principal balance of the Series [199_-_] Certificates at
the Certificate Rate [as in effect during the applicable [Interest Periods]
[Accrual Periods])] through the day preceding such Distribution Date,
(c) the amount of Additional Interest, if any, for such Distribution Date
and any Additional Interest previously due but not [deposited to the
Interest Funding Account or] distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date, [(d) any Carry-over Amount
for such Distribution Date and any Carry-over Amount previously due but not
distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date and (e) any Additional Carry-Over Amount for such
Distribution Date and any Additional Carry-Over Amount previously due but
not distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date].
["Reinvestment Event" shall have the meaning specified in
Section 7.01.]
["Reinvestment Period" shall mean the period beginning at the
close of business on the Business Day immediately preceding the day on
which a Reinvestment Event is deemed to have occurred, and in each case
ending upon the earliest to occur of (a) the payment in full to the Series
[199_-_] Certificateholders of the Investment Amount, (b) the Termination
Date, (c) the commencement of an Early Amortization Period, (d) if such
Reinvestment Period has resulted from the occurrence of a Reinvestment
Event described in Section 7.01[ ], the earlier of (i) end of the first
Collection Period during which a Reinvestment Event would no longer be
deemed to exist pursuant to Section 7.01[ ], so long as no other
Reinvestment Event shall have occurred, and (ii) the conveyance of
Receivables in Additional Accounts to the Trust following written
confirmation by each Rating Agency that such conveyance will not result in
the reduction or withdrawal of such Rating Agency's rating of the Series
[199_-_] Certificates, (a) receipt by the Trustee of written confirmation
by each Rating Agency that recommencement of the Revolving Period would not
result in such Rating Agency's rating of the Series [199_-_] Certificates
being reduced or withdrawn [and (f) describe other cures, if applicable].]
["Required Negative Carry Subordinated Amount" shall mean, as of
any date, [ ].]
"Required Participation Percentage" shall mean, with respect to
Series [199_-_], [ ]%; provided, however, that if the aggregate amount of
Principal Receivables due from any Dealer or group of affiliated Dealers at
the close of business on the last day of any Collection Period with respect
to which such determination is being made pursuant to Section 9.03 is
greater than [ ]% of the Pool Balance on such last day, the Required
Participation Percentage shall mean, as of such last day and with respect
to such Collection Period and the immediately following Collection Period
only, [ ]%; provided further, that the Seller may, upon 10 days' prior
notice to the Trustee, each Rating Agency and any Enhancement Provider,
reduce the Required Participation Percentage to a percentage which shall
not be less than 100%, provided that no Rating Agency shall have notified
the Seller or the Servicer that any such reduction will result in a
reduction or withdrawal of the rating of any outstanding Series or Class
with respect to which it is a Rating Agency.
"Required Subordinated Amount" shall mean, as of any date of
determination, [the sum of (a)] the product of (i) the Subordinated
Percentage and (ii) the Invested Amount on such date [and (b) the
Incremental Subordinated Amount].
"Required Subordination Draw Amount" shall have the meaning
specified in Section 4.05.
["Reserve Fund" shall have the meaning specified in
Section 4.04.]
["Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (a) the Reserve Fund
Required Amount for such Distribution Date exceeds (b) the amount of funds
in the Reserve Fund after giving effect to any withdrawals therefrom on
such Distribution Date.]
["Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) [ ]% and
(b) the outstanding principal balance of the Series [199_-_] Certificates
on such Distribution Date (after giving effect to any changes therein on
such Distribution Date). [other]]
"Revolving Period" shall mean the period beginning at the close
of business on the Business Day immediately preceding the Series Cut-Off
Date and ending on the earlier of (a) the close of business on the day
immediately preceding the [Accumulation Period Commencement Date]
[Principal Commencement Date] (b) the close of business on the day an Early
Amortization Period commences; provided, however, that, if any Early
Amortization Period ends as described in paragraph [ ] of the definition
thereof, the Revolving Period will recommence as of the close of business
on the day such Early Amortization Period ends [, and (c) the close of
business on the day a Reinvestment Period commences; provided, however,
that if any Reinvestment Period ends as described in paragraph [ ] of the
definition thereof, the Revolving Period will recommence as of the close of
business on the day such Reinvestment Period ends].
"Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's
Percentage of Allocable Principal Collections for the related Collection
Period.
"Seller's Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Receivables
[(except during any Early Amortization Period)] and Defaulted Receivables
and Principal Receivables during the Revolving Period, and (b) the Fixed
Allocation Percentage, when used with respect to Principal Receivables
during the [Accumulation Period] [Controlled Amortization Period] and an
Early Amortization Period [or Reinvestment Period] [and Non-Principal
Receivables during any Early Amortization Period].
"Series [199_-_]" shall mean the Series of Investor Certificates,
the terms of which are specified in this Series Supplement.
"Series [199_-_] Accounts" shall have the meaning specified in
Section [4.04(e)(i)].
"Series [199_-_] Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series [199_-_].
"Series [199_-_] Certificateholders" shall mean the Holders of
Series [199_-_] Certificates.
"Series [199_-_] Certificateholders' Interest" shall mean that
portion of the Certificateholders' Interest evidenced by the Series [199_-
_] Certificates.
"Series [199_-_] Certificates" shall mean any one of the
certificates executed by the Seller and authenticated by the Trustee,
substantially in the form of Exhibit A.
"Series [199_-_] Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series [199_-_]
pursuant to Section 4.11.
"Series [199_-_] Principal Shortfall" shall have the meaning
specified in Section 4.11.
"Series Cut-off Date" shall mean [ ], 199[ ].
"Servicing Fee Rate" shall mean, with respect to Series [199_-_],
[ ]% or, for any Distribution Date in respect of which the Monthly
Servicing Fee has been waived, 0%.
"Special Payment Date" shall mean each distribution date with
respect to any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause [ ] of the definition
thereof).
"Standard & Poor's" shall mean Standard & Poor's Rating Group.
"Subordination Factor" shall mean [ ].
"Subordinated Percentage" will initially equal the percentage
equivalent of a fraction, the numerator of which is the Subordination
Factor and the denominator of which will be the excess of 100% over the
Subordination Factor.
"Termination Date" shall mean the [ ] Distribution
Date.
"Termination Proceeds" shall mean any Termination Proceeds
arising out of a sale of Receivables (or interests therein) pursuant to
Section 12.02(c) of the Agreement with respect to Series [199_-_].
"Trust Available Subordinated Amount" means the sum of the
[Aggregate] Available Subordinated Amount and the sum of the aggregate
available subordinated amounts for all other outstanding Series.
["Yield Supplement Account" shall have the meaning specified in
Section 4.04.]
["Yield Supplement Account Deposit Amount" shall mean, with
respect to any Distribution Date, the amount, if any, by which the Yield
Supplement Account Required Amount exceeds the amount on deposit in the
Yield Supplement Account after giving effect to any deposits thereto and
withdrawals therefrom otherwise to be made on such Distribution Date.]
["Yield Supplement Account Required Amount" shall mean, with
respect to any Distribution Date, an amount equal to the product of
(a) [ ]% and (b) the outstanding principal balance of the Certificates on
such Distribution Date (after giving effect to any changes therein on such
Distribution Date) [other].
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to Series
[199_-_], Moody's and Standard & Poor's. As used in this Series Supplement
and in the Agreement with respect to Series [199_-_], "highest investment
category" shall mean (i) in the case of Standard & Poor's, A-l+ or AAA, as
applicable, and (ii) in the case of Moody's, P-1 or Aaa, as applicable.
Any notice required to be given to a Rating Agency pursuant to the
Agreement or this Series Supplement shall also be given to Fitch Investors
Service, Inc., and Duff & Phelps, Inc., although neither shall be deemed to
be a Rating Agency for any purposes of the Agreement or this Series
Supplement with respect to Series [199_-_].
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The
definitions in Section 2.01 are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine
and neuter genders of such terms.
(d) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to this
Series Supplement as a whole and not to any particular provision of this
Series Supplement; references to any Article, Section or Exhibit are
references to Articles, Sections and Exhibits in or to this Series
Supplement unless otherwise specified; and the term "including" means
"including without limitation".]
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly servicing fee
(the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears,
on each Distribution Date in respect of any Collection Period (or portion
thereof) occurring prior to the earlier of the first Distribution Date
following the Series [199_-_] Termination Date and the first Distribution
Date on which the Invested Amount is zero, in an amount equal to one-
twelfth of the product of (a) the Servicing Fee Rate, (b) the Pool Balance
as of the last day of the Collection Period second preceding such
Distribution Date and (c) the Series [199_-_] Allocation Percentage with
respect to the immediately preceding Collection Period. The share of the
Monthly Servicing Fee allocable to the Series [199_-_] Certificateholders
with respect to any Distribution Date (the "Certificateholders Monthly
Servicing Fee") shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the Invested Amount as of the last day of the
Collection Period second preceding such Distribution Date. The remainder
of the Monthly Servicing Fee shall be paid by the Seller and in no event
shall the Trust, the Trustee or the Series [199_-_] Certificateholders be
liable for the share of the Monthly Servicing Fee to be paid by the Seller;
and the remainder of the Servicing Fee shall be paid by the Seller and the
Investor Certificateholders of other Series and the Series [199_-_]
Certificateholders shall in no event be liable for the share of the
Servicing Fee to be paid by the Seller or the Investor Certificateholders
of other Series. The Certificateholders Monthly Servicing Fee shall be
payable to the Servicer solely to the extent amounts are available for
distribution in accordance with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive
the Monthly Servicing Fee for any Distribution Date by notice to the
Trustee on or before the related Determination Date; provided that the
Servicer believes that sufficient Collections of Non-Principal Receivables
will be available on any future Distribution Date to pay the
Certificateholders Monthly Servicing Fee relating to the waived Monthly
Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for any
Distribution Date, the Monthly Servicing Fee and the Certificateholders
Monthly Servicing Fee for such Distribution Date shall be deemed to be zero
for all purposes of this Series Supplement and the Agreement; provided,
however, that such Certificateholders Monthly Servicing Fee shall be paid
on a future Distribution Date solely to the extent amounts are available
therefor pursuant to Section 4.10(b); provided further that, to the extent
any such waived Certificateholders Monthly Servicing Fee is so paid, the
related portion of the Monthly Servicing Fee to be paid by the Seller shall
be paid by the Seller to the Servicer.
ARTICLE IV
Rights of Series [199_-_] Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections. (a) Collections of
Non-Principal Receivables and Principal Receivables, Miscellaneous Payments
and Defaulted Amounts allocated to Series [199_-_] pursuant to Article IV
of the Agreement shall be allocated and distributed as set forth in this
Article.
(b) Subject to Sections 4.01(d) [and 4.01(e)] below, the
Servicer shall instruct the Trustee to withdraw from the Collection Account
and pay to the Seller on the dates set forth below the following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Non-Principal
Collections deposited in the Collection Account for such Deposit
Date; and
(B) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Allocable Principal Collections
deposited in the Collection Account for such Deposit Date, if the
Seller's Participation Amount (determined after giving effect to
any Principal Receivables transferred to the Trust on such
Deposit Date) exceeds the Trust Available Subordinated Amount for
the immediately preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such
Determination Date); and
(ii) on each Deposit Date with respect to the Revolving Period,
an amount equal to the Available Seller's Principal Collections for
such Deposit Date, if the Seller's Participation Amount (determined
after giving effect to any Principal Receivables transferred to the
Trust on such Deposit Date) exceeds the Trust Available Subordinated
Amount for the immediately preceding Determination Date (after giving
effect to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date immediately following such
Determination Date); provided, however, that Available Seller's
Principal Collections shall be paid to the Seller with respect to any
Collection Period only after an amount equal to [the sum of (A)] the
Deficiency Amount, if any, relating to the immediately preceding
Collection Period [and (B) the excess, if any, of the Reserve Fund
Required Amount over the amount in the Reserve Fund on the immediately
preceding Distribution Date (after giving effect to the allocations
of, distributions from, and deposits in, the Reserve Fund on such
Distribution Date),] has been deposited in the Collection Account from
such Available Seller's Principal Collections.
The withdrawals to be made from the Collection Account pursuant
to this Section 4.01(b) do not apply to deposits into the Collection
Account that do not represent Collections, including Miscellaneous
Payments, payment of the purchase price for the Certificateholders'
Interest pursuant to Section 2.03 of the Agreement[, payment of the
purchase price for the Series [199_-_] Certificateholders' Interest
pursuant to Section 8.01 of this Series Supplement] and proceeds from the
sale, disposition or liquidation of Receivables pursuant to Section 9.02 or
12.02 of the Agreement.
[(c) The Servicer shall instruct the Trustee to withdraw from
the Collection Account and deposit into the Reserve Fund on Deposit Dates
with respect to the Revolving Period Available Seller's Principal
Collections for such Deposit Date, up to the amount of the excess, if any,
determined pursuant to Section 4.01(b)(ii)(B).]
[(d) Notwithstanding the provisions of Section 4.01(b)(1),
amounts otherwise distributable to the Seller pursuant to Section 4.01(b),
up to the Available Negative Carry Subordinated Amount, shall be applied as
follows: on each Deposit Date with respect to the [Accumulation Period]
[Controlled Amortization Period], an Early Amortization Period [or a
Reinvestment Period], the Servicer shall instruct the Trustee to withdraw
such amounts from the collection Account and deposit the Negative Carry
Deposit Amount to the Negative Carry Reserve Fund and [describe other
applications, if applicable].]
[(e) Notwithstanding the provisions of Section 4.01(b)(i), on
each Deposit Date during any Collection Period on which any amount is on
deposit in [the Excess Funding Account or] Principal Funding Account, the
Servicer shall instruct the Trustee to withdraw from the Collection Account
and deposit in the Yield Supplement Account the amounts otherwise
distributable to the Seller pursuant to Section 4.01(b)(i) [and not applied
pursuant to Section 4.01(d)] until the amount on deposit in the Yield
Supplement Account is equal to the Yield Supplement Account Required
Amount.]
SECTION 4.02. Monthly Interest. [(a)] The amount of monthly
interest ("Monthly Interest") with respect to the Series [199_-_]
Certificates on any Distribution Date shall be [an amount equal to the
product of (i) the Certificate Rate, (ii) the outstanding principal balance
of the Series [199_-_] Certificates as of the close of business on the
preceding Distribution Date (after giving effect to all repayments of
principal made to Series [199_-_] Certificateholders on such preceding
Distribution Date, if any) and (iii) a fraction, the numerator of which is
the actual number of days elapsed in such Interest Period and the
denominator of which is [360] [other]]. [Accrual Period] [an amount equal
to one twelfth of the product of the outstanding principal balance of the
Series [199_-_] Certificates as of the close of business on the preceding
Distribution Date after giving effect to all repayments of principal made
to the Series [199_-_] Certificateholders on such preceding Distribution
Date, if any; provided, however, that with respect to the first such
Distribution Date, Monthly Interest shall be equal to $____. Monthly
Interest shall be calculated on the basis of a 360-day year of twelve 30-
day months].
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Interest Shortfall"), of
(x) the aggregate Monthly Interest for the [Interest Period] [Accrual
Record] applicable to such Distribution Date over (y) the amount which will
be available to be [deposited in the Interest Funding Account or]
distributed to Series [199_-_] Certificateholders on such Distribution Date
in respect thereof pursuant to this Series Supplement. If the Interest
Shortfall with respect to any Distribution Date is greater than zero, an
additional amount ("Additional Interest") equal to [the product of (i) the
Certificate Rate for the [Interest Period] commencing on the related
Distribution Date (or, for subsequent [Interest Periods] [Accrual Periods],
the Certificate Rate for such subsequent [Interest Period] [Accrual
Period]), (ii) such Interest Shortfall (or the portion thereof which has
not been [deposited in the Interest Funding Account or] paid to Series
[199_-_] Certificateholders) and (iii) a fraction, the numerator of which
is the amount of days elapsed in such [Interest Period] [Accrual Period]
(or in a subsequent [Interest Period] [Accrual Period]) and the denominator
of which is [ ] 360 [other]] [one-twelfth of the product of (i) the
Certificate Rate [plus [ ] and (ii) such Interest Shortfall (or the
portion thereof which has not been [deposited to the Interest Funding
Account or] paid to the Series [199_-_] Certificateholders], shall be
payable as provided herein with respect to the Series [199_-_] Certificates
on each Distribution Date following such Distribution Date to and including
the Distribution Date on which such Interest Shortfall is paid to Series
[199_-_] Certificateholders. Notwithstanding anything to the contrary
herein, Additional Interest shall be payable or distributed to Series
[199_-_] Certificateholders only to the extent permitted by applicable law.
[(b) On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Carry-over
Shortfall"), of (x) the Carry-over Amount, if any, for such Distribution
Date over (y) the amount which will be available to be distributed to
Series [199_-_] Certificateholders in respect thereof on such Distribution
Date pursuant to this Series Supplement. If the Carry-over Shortfall with
respect to any Distribution Date is greater than zero, an additional amount
("Additional Carry-over Amount") equal to the product of (i) the
Certificate Rate (calculated pursuant to clause (a) of the definition
thereof) for the Interest Period commencing on the related Distribution
Date (or, for subsequent Interest Periods, the Certificate Rate (calculated
pursuant to clause (a) of the definition thereof) for such subsequent
Interest Periods), (ii) such Carry-over Shortfall (or the portion thereof
which has not been paid to Series [199_-_] Certificateholders) and (iii) a
fraction, the numerator of which is the amount of days elapsed in such
Interest Period (or in a subsequent Interest Period) and the denominator of
which is 360, shall be payable as provided herein with respect to the
Series [199_-_] Certificates on each Distribution Date following such
Distribution Date to the Distribution Date on which such Carry-over
Shortfall is paid to Series [199_-_] Certificateholders. Notwithstanding
anything to the contrary herein, any Additional Carry-Over Amount shall be
payable or distributed to Series [199_-_] Certificateholders only to the
extent permitted by applicable law.]
SECTION 4.03. Determination of Monthly Principal. The amount of
monthly principal ("Monthly Principal") distributable with respect to the
Series [199_-_] Certificates on each Distribution Date with respect to an
Early Amortization Period [, a Reinvestment Period] and the [Accumulation
Period] [Controlled Amortization Period] shall be equal to the Available
Investor Principal Collections with respect to such Distribution Date;
provided, however, that, for each Distribution Date [with respect to the
Accumulation Period, Monthly Principal shall not exceed the Controlled
Deposit Amount [with respect to the Controlled Amortization Period, Monthly
Principal shall not exceed the Controlled Deposit Amount] with respect to
the Controlled Amortization Period, Monthly Principal shall not exceed the
Controlled Distribution Amount] for such Distribution Date; and provided
further that Monthly Principal shall not exceed the Invested Amount of the
Certificates.
SECTION 4.04. Establishment of [Reserve Fund and] Funding
Accounts. [(a) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall cause to be established and maintained in the
name of the Trustee, on behalf of the Trust, an Eligible Deposit Account
(the "Reserve Fund") which shall be identified as the "Reserve Fund for the
CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Series [199_-_] Certificateholders. On the Closing Date,
the Seller shall cause to be deposited in the Reserve Fund the Initial
Reserve Fund Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Trustee in Eligible Investments
selected by the Servicer that will mature so that such funds will be
available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Reserve Fund received prior to such Distribution Date shall
be applied as set forth in Section 4.06(a) [or 4.06(b), as applicable,] of
this Series Supplement. Funds deposited in the Reserve Fund on a Business
Day (which immediately precedes a Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested overnight.]
[(b) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Yield
Supplement Account"), which shall be identified as the "Yield Supplement
Account for the CARCO Auto Loan Master Trust Series [199_-_]" and shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series [199_-_] Certificateholders. On the
Closing Date, the Seller shall cause to be deposited into the Yield
Supplement Account the Initial Yield Supplement Account Deposit Amount.
(ii) At the direction of the Servicer, funds on deposit in the
Yield Supplement Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Yield Supplement Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement. Funds deposited in the Yield
Supplement Account on any Distribution Date shall be invested at the
direction of the Servicer in Eligible Investments that will mature so that
such funds will be available on or before the close of business on the
Business Day preceding the next following Distribution Date. Funds
deposited in the Yield Supplement Account on a Business Day (which
immediately precedes a Distribution Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(iii) If on any Distribution Date there is a Carry-over Amount,
the Servicer shall cause the Trustee to apply the amounts on deposit in the
Yield Supplement Account up to the amount of such Carry-over Amount to
satisfy such Carry-over Amount.
(iv) If on any Distribution Date the amount on deposit in the
Yield Supplement Account (after giving effect to any withdrawals to be made
from the Yield Supplement Account on such Distribution Date) is greater
than the Yield Supplement Account Required Amount, the Servicer shall cause
the Trustee to pay to the Seller on such Distribution Date the excess of
such amount on deposit in the Yield Supplement Account over the Yield
Supplement Account Required Amount.]
[(c) (i) The Servicer, for the benefit of the
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Principal Funding Account"), which shall be identified as the "Principal
Funding Account for CARCO Auto Loan Master Trust, Series [199_-_]" and
shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series [199_-_] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit therein shall be applied as set forth in Section 4.06(a) [or
4.06(b), as applicable] of this Series Supplement. Funds on deposit in the
Principal Funding Account shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will
be available on or before the close of business on the Business Day next
preceding the Expected Payment Date. Funds deposited in the Principal
Funding Account on a Business Day (which immediately precedes the Expected
Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.]
(d) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Excess
Funding Account"), which shall be identified as the "Excess Funding Account
for CARCO Auto Loan Master Trust, Series [199_-_]" and shall bear a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Series [199_-_] Certificateholders. On the Closing
Date, the Seller shall cause to be deposited in the Excess Funding Account
an amount equal to the excess of the Initial Principal Amount of the Series
[199_-_] Certificates, if any, over the Initial Invested Amount on the
Closing Date, which excess is equal to [ ].
(ii) At the direction of the Servicer, funds on deposit in the
Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Excess Funding Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement.
Funds deposited in the Excess Funding Account on any Distribution Date
shall be invested at the direction of the Servicer in Eligible Investments
that will mature so that such funds will be available on or before the
close of business on the Business Day next preceding the following
Distribution Date. Funds deposited in the Excess Funding Account on a
Business Day (which immediately precedes a Distribution Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight.]
(e) (i) The Servicer, for the benefit of the Series [199_-_]
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Interest
Funding Account"), which shall be identified as the "Interest Funding
Account for the CARCO Auto Loan Master Trust Series [199_-_]" and shall
bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series [199_-_] Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Interest Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall
be held by the Trustee for the benefit of the Series [199_-_]
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Interest Funding Account shall be applied as set forth in
Section 4.06(a) [or 4.06(b), as applicable,] of this Series Supplement.
Funds deposited in the Interest Funding Account on any Distribution Date
(which are not distributed to Certificateholders pursuant to Section 4.07
on such Distribution Date) shall be invested at the direction of the
Servicer in Eligible Investments that will mature so that such funds will
be available on or before the close of business on the Business Day
preceding the next following Distribution Date. Funds deposited in the
Interest Funding Account on a Business Day (which immediately precedes a
Distribution Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.]
(f) (i) The Trustee shall possess all right, title and interest
in and to all funds on deposit from time to time in, and all Eligible
Investments credited to, [the Reserve Fund,] [the Yield Supplement
Account,] [the Principal Funding Account,] [the Excess Funding Account]
[and the Interest Funding Account] (collectively the "Series [199_-_]
Accounts") and in all proceeds thereof. The Series [199_-_] Accounts shall
be under the sole dominion and control of the Trustee for the benefit of
the Certificateholders. If, at any time, any of the Series [199_-_]
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Series [199_-_] Account meeting the conditions
specified in paragraph [(a)(i), (b)(i), (c)(i), (d)(i) or (e)(i)] above, as
applicable, as an Eligible Deposit Account and shall transfer any cash
and/or any investments to such new Series [199_-_] Account. Neither the
Seller, the Servicer nor any person or entity claiming by, through or under
the Seller, the Servicer or any such person or entity shall have any right,
title or interest in, or any right to withdraw any amount from, any Series
[199_-_] Account, except as expressly provided herein. Schedule 1, which
is hereby incorporated into and made part of this Series Supplement,
identifies each Series [199_-_] Account by setting forth the account number
of each such account, the account designation of each such account and the
name of the institution with which such account has been established. If a
substitute Series [199_-_] Account is established pursuant to this Section,
the Servicer shall provide to the Trustee an amended Schedule 1, setting
forth the relevant information for such substitute Series [199_-_] Account.
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(a) of the Agreement, the Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to instruct
the Trustee to make withdrawals and payments from the Series [199_-_]
Accounts for the purposes of carrying out the Servicer's or Trustee's
duties hereunder.
[(g) Unless otherwise agreed to by the Rating Agencies, at no
time may greater than 10% of the outstanding principal balance of the
Series [199_-_] Certificates be invested in Eligible Investments (other
than obligations of the United States government) of any single entity or
its Affiliates.]
SECTION 4.05. Deficiency Amount. With respect to each
Distribution Date [that occurs on or prior to the Fully Reinvested Date [or
any Distribution Date thereafter during the Revolving Period], on the
related Determination Date, the Servicer shall determine the amount (the
"Deficiency Amount"), if any, by which (a) the sum of (i) Monthly Interest
for such Distribution Date, (ii) any Monthly Interest previously due but
not [deposited to the Interest Funding Account or] distributed to the
Series [199_-_] Certificateholders on a prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not [deposited to the Interest
Funding Account or] distributed to the Series [199_-_] Certificateholders
on a prior Distribution Date, (iv) the Certificateholders Monthly Servicing
Fee for such Distribution Date, (v) the Investor Default Amount, if any,
for such Distribution Date and (vi) the Series [199_-_] Allocation
Percentage of the amount of any Adjustment Payment required to be deposited
in the Collection Account pursuant to Section 3.09(a) of the Agreement with
respect to the related Collection Period that has not been so deposited as
of such Determination Date, exceeds (b) the sum of [(i)] Investor Non-
Principal Collections for such Distribution Date plus any Investment
Proceeds with respect to such Distribution Date [and (ii) the amount of
funds in the Reserve Fund which are available pursuant to Section 4.08(a)
to cover any portion of the Deficiency Amount.] The lesser of the
Deficiency Amount and the Available Subordinated Amount shall be the
"Required Subordination Draw Amount". [Include other sources of funds and
applications of the Required Subordination Draw Amount, as appropriate.]
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal Collections. The
Servicer shall cause the Trustee to apply, on each Distribution Date,
Investor Non-Principal Collections, Investment Proceeds and Available
Investor Principal Collections [other amounts] to make the following
distributions:
(a) On each Distribution Date [with respect to a Collection
Period that ends prior to the Fully Reinvested Date [and each Collection
Period thereafter during the Revolving Period], an amount equal to the sum
of Investor Non-Principal Collections and any Investment Proceeds with
respect to such Distribution Date [other amounts] will be distributed in
the following priority:
[(i) first, an amount equal to Monthly Interest for such
Distribution Date, plus the amount of any Monthly Interest previously
due but not [deposited to the Interest Funding Account or] distributed
to the Series [199_-_] Certificateholders on a prior Distribution
Date, plus the amount of any Additional Interest for such Distribution
Date and any Additional Interest previously due but not [deposited to
the Interest Funding Account or] distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date shall be [deposited to
the Interest Funding Account] [distributed to the Series [199_-_]
Certificateholders];
(ii) second, an amount equal to the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
[(iii) third, an amount equal to the Reserve Fund Deposit Amount, if
any, for such Distribution Date shall be deposited in the Reserve
Fund;]
(iv) fourth, an amount equal to the Investor Default Amount for
such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
[(v) fifth, an amount equal to the Carry-over Amount (after
giving effect to any withdrawals from the Yield Supplement Account on
such Distribution Date), if any, for such Distribution Date, plus the
amount of any Carry-over Amount previously due but not previously
distributed to the Series [199_-_] Certificateholders on a prior
Distribution Date, plus the amount of any Additional Carry-over Amount
for such Distribution Date and any Additional Carry-over Amount
previously due but not previously distributed to the Series [199_-_]
Certificateholders on a prior Distribution Date shall be distributed
to the Series [199_-_] Certificateholders;]
[(vi) sixth, an amount equal to the Yield Supplement Account
Deposit Amount, if any, for such Distribution Date shall be deposited
in the Yield Supplement Account;] and
[(vii) seventh, describe other applications, if any]; and
(viii) eighth, the balance, if any, shall constitute Excess
Servicing and shall be allocated and distributed as set forth in
Section 4.10.]
[(b) On each Distribution Date with respect to a Collection
Period that ends after the Fully Reinvested Date [other than any such
Collection Period during the Revolving Period], any Investment Proceeds
[describe other funds] with respect to such Distribution Date will be
distributed in the following priority:
(i) first, (x) an amount equal to Monthly, Interest for such
Distribution Date, plus the amount of any Monthly Interest previously
due but not [deposited in the Interest Funding Account or] distributed
to the Series [199_-_] Certificateholders on a prior Distribution
Date, plus the amount of any Additional Interest for such Distribution
Date and any Additional Interest previously due but not [deposited in
the Interest Funding Account or] distributed to Series [199_-_]
Certificateholders on a prior Distribution Date shall be [deposited in
the Interest Funding Account] [distributed to Series [199_-_]
Certificatesholders;
[(ii) second, describe other applications; and]
(iii) third, the balance, if any, shall be distributed to the
Seller.]
(c) On each Distribution Date with respect to the Revolving
Period, an amount equal to Available Investor Principal Collections
deposited in the Collection Account for the related Collection Period shall
be [allocated first to make a deposit to the Excess Funding Account if the
sum of (i) the Invested Amount and (ii) the amount on deposit in the Excess
Funding Account (other than any Investment Proceeds) prior to the
allocation on such Distribution Date is less than the outstanding principal
balance of the Series [199_-_] Certificates and second] treated as Excess
Principal Collections and applied in accordance with Section 4.04 of the
Agreement.
(d) On each Distribution Date with respect to the [Accumulation
Period] [Controlled Amortization Period] or an Early Amortization Period
[or Reinvestment Period], an amount equal to Available Investor Principal
Collections will be distributed in the following priority:
(i) first, an amount equal to Monthly Principal for such
Distribution Date, shall be [deposited by the Servicer or the Trustee
into the Principal Funding Account, in the case of the Accumulation
Period or] [any Reinvestment Period, or] distributed to Series [199_-
_] Certificateholders, in the case of [the Controlled Amortization
Period or] and Early Amortization Period; and
(ii) second, for each Distribution Date with respect to the
[Accumulation Period] [Controlled Amortization Period] unless an Early
Amortization Event [or Reinvestment Event] [that has not been cured as
described herein] has occurred, after giving effect to the
transactions referred to in clause (i) above, an amount equal to the
balance, if any, of such Available Investor Principal Collections
shall be treated as Excess Principal Collections and applied in
accordance with Section 4.04 of the Agreement and Section 4.11 hereof.
SECTION 4.07. Distributions to Series [199_-_]
Certificateholders. (a) The Servicer shall cause the Trustee to make the
following distributions at the following times from the Collection Account,
[the Reserve Fund,] [the Principal Funding Account] [the Interest Funding
Account,] [other] and [the Excess Funding Account]:
(i) on each [Distribution Date] [Interest Payment Date and
Special Payment Date], all amounts on deposit in the Collection
Account, [the Reserve Fund,] [the Interest Funding Account,] [other]
that are payable to the Series [199_-_] Certificateholders with
respect to accrued interest will be distributed to the Series [199_-_]
Certificateholders;
[(ii) on each Distribution Date with respect to the Controlled
Amortization Period, all amounts on deposit in the Collection Account
[and the Excess to the Series [199_-_] Certificateholders with respect
to principal will be distributed to the Series [199_-_]
Certificateholders;] and
(iii) on each Special Payment Date and on the Expected Payment
Date, all amounts on deposit in the Principal Funding Account [and the
Excess Funding Account] [other], up to a maximum amount on any such
day equal to the excess of the outstanding principal balance of the
Series [199_-_] Certificates over the unreimbursed Investor Charge-
Offs, shall be distributed to the Series [199_-_] Certificateholders.
[(b) On each Distribution Date on which there is any Carry-over
Amount or Additional Carry-over Amount, the Servicer shall instruct the
Trustee to distribute to the Certificateholders the amounts payable with
respect thereto pursuant to Section 4.04(b)(iii) and Section 4.06(a).]
(c) The distributions to be made pursuant to this Section are
subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the
Agreement and Sections 9.01 and 9.02 of this Series Supplement.
SECTION 4.08. Application of [Reserve Fund and] Available
Subordinated Amount. [(a) If the portion of Investor Non-Principal
Collections and Investment Proceeds allocated to Series [199_-_]
Certificateholders on any Distribution Date pursuant to Section 4.06(a) [or
4.06(b)] is not sufficient to make the entire distributions required on
such Distribution Date by Sections 4.06(a)[(i), (ii) and (iv)], [or
4.06(b)(i), respectively], the Servicer shall cause the Trustee to withdraw
funds from the Reserve Fund to the extent available therein, and apply such
funds to complete the distributions pursuant to Section 4.06[(a)(i), (ii)
and (iv)] [or 4.06(b)(i), as the case may be]; provided, however, that
during any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause [ ] of the definition
thereof) [or Reinvestment Period (other than a Reinvestment Period that has
ended as described in clause [ ] of the definition thereof) funds shall
not be withdrawn from the Reserve Fund to make distributions otherwise
required by Section 4.06(a)(iv) to the extent that, after giving effect to
such withdrawal, the amount on deposit in the Reserve Fund shall be less
than $1,000,000.]
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, the Servicer shall apply or cause the Trustee to apply
the Available Seller's Collections on deposit in the Collection Account on
such Distribution Date, but only up to the amount of the Required
Subordination Draw Amount, to make the distributions required by Sections
4.06[(a)(i), (ii) and (iv)] [that have not been made through the
application of funds from the Reserve Fund in accordance with the preceding
paragraph]. Any such Available Seller's Collections remaining after the
application thereof pursuant to the preceding sentence shall be treated as
a portion of Investor Principal Collections for such Distribution Date, but
only up to the amount of unpaid Adjustment Payments allocated to Series
[199_-_] as described in Section 4.05(a)(vi). The amount of the Available
Seller's Collections applied in accordance with the two preceding sentences
shall reduce the Available Subordinated Amount in all other cases as
described in clause (A) of the definition thereof. If the Required
Subordination Draw Amount exceeds Available Seller's Collections for such
Distribution Date, the Available Subordinated Amount shall be further
reduced by the amount of such excess, but not by more than the sum of (x)
the Investor Default Amount and (y) the amount of unpaid Adjustment
Payments allocated to Series [199_-_] as described in Section 4.05 (a)(vi).
[(c) If, after giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund made pursuant to
Sections 4.01(c), 4.04, 4.06(a), 4.08(a) and 4.08(d), (i) the amount in the
Reserve Fund is greater than the Reserve Fund Required Amount (or, for any
Distribution Date with respect to an Early Amortization Period [or
Reinvestment Period], the Excess Reserve Fund Required Amount) for such
Distribution Date, the Servicer shall cause the Trustee to distribute such
excess amount to the Seller, subject to the proviso contained in paragraph
(e) or (ii) the amount in the Reserve Fund is less than such Reserve Fund
Required Amount, then the Trustee shall deposit any remaining Available
Seller's Collections on deposit in the Collection Account for such
Distribution Date after giving effect to Section 4.09(b) into the Reserve
Fund until the amount in the Reserve Fund is equal to such Reserve Fund
Required Amount. On the Termination Date, any funds in the Reserve Fund
will be treated as Available Investor Principal Collections. Upon payment
in full of the outstanding principal balance of the Series [199_-_]
Certificates, any funds remaining on deposit in the Reserve Fund shall be
paid to the Seller.]
[(d) If, for any Distribution Date with respect to an Early
Amortization Period [or a Reinvestment Period], after giving effect to the
allocations of, distributions from, and deposits in, the Reserve Fund made
pursuant to Sections 4.01(c), 4.04, 4.06(a) and 4.08(a), the amount in the
Reserve Fund is less than the Excess Reserve Fund Required Amount for such
Distribution Date, the Trustee shall deposit any remaining Available
Seller's Collections on deposit in the Collection Account for such
Distribution Date into the Reserve Fund until the amount in the Reserve
Fund is equal to such Excess Reserve Fund Required Amount.]
(e) The balance of Available Seller's Collections on any
Distribution Date, after giving effect to any distributions thereof
pursuant to Section [4.08(a), (b), (c) or (d),] shall be distributed to the
Seller on such Distribution Date[; provided that, in the case of any
remaining Available Seller's Principal Collections, if the Trust Available
Subordinated Amount for the immediately preceding Determination Date
exceeds the Seller's Participation Amount on such date (determined after
giving effect to any Principal Receivables transferred to the Trust on such
Distribution Date), Section 4.08(c) hereof shall not apply and the amount
of such excess shall be deposited into the Reserve Fund, with any remaining
Available Seller's Principal Collections paid to the Seller.]
SECTION 4.09. Investor Charge-Offs. If, on any Distribution
Date on which the Available Subordinated Amount on the preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date) is zero and
the Deficiency Amount for such Distribution Date is greater than zero, the
Invested Amount shall be reduced by the amount of the excess of such
Deficiency Amount over any remaining Available Subordinated Amount on such
Determination Date, but not by more than the Investor Default Amount.
Investor Charge-Offs shall thereafter be reimbursed and the Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed
Investor Charge-Offs on any Distribution Date) by the sum of (a) Allocable
Miscellaneous Payments with respect to such Distribution Date and (b) the
amount of Excess Servicing allocated and available for that purpose
pursuant to Section 4.10(a).
SECTION 4.10. Excess Servicing. The Servicer shall cause the
Trustee to apply, on each Distribution Date [with respect to Collection
Period that ends prior to the Fully Reinvested Date] [or any such
Collection Period thereafter during the Revolving Period], Excess Servicing
with respect to the Collection Period immediately preceding such
Distribution Date, to make the following distributions in the following
priority:
(a) an amount equal to the aggregate amount of Investor Charge-
Offs which have not been previously reimbursed as provided in
Section 4.09 (after giving effect to the allocation on such
Distribution Date of any amount for that purpose pursuant to
Section 4.09) shall be treated as a portion of Available Investor
Principal Collections with respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of the
Certificateholders Monthly Servicing Fee which have been previously
waived pursuant to Section 3.01 shall be distributed to the Servicer;
and
[(c) describe other applications;] and
(d) the balance, if any, shall be distributed to the Seller.
SECTION 4.11. Excess Principal Collections.
(a) That portion of Excess Principal Collections for any Distribution Date
equal to the amount of Series [19_-_] Excess Principal Collections for such
Distribution Date will be allocated to Series [199_-_] and will be
distributed as set forth in this Series Supplement.
(b) Series [199_-_] Excess Principal Collections, with respect
to any Distribution Date, shall mean an amount equal to the Series [199_-_]
Principal Shortfall for such Distribution Date; provided, however, that, if
the aggregate amount of Excess Principal Collections for all Series for
such Distribution Date is less than the aggregate amount of Principal
Shortfalls for all Series for such Distribution Date, then Series [199_-_]
Excess Principal Collections for such Distribution Date shall equal the
product of (x) Excess Principal Collections for all Series for such
Distribution Date and [(y) a fraction, the numerator of which is the Series
[199_-_] Principal Shortfall for such Distribution Date and the denominator
of which is the aggregate amount of Principal Shortfalls for all Series for
such Distribution Date] [describe other non-pro rata formula, if
applicable]. The Series [199_-_] Principal Shortfall, with respect to any
Distribution Date, shall equal the excess of (i) (x) [for any Distribution
Date with respect to the Accumulation Period, the Controlled Deposit Amount
[other] [for any Distribution Date with respect to the Controlled
Amortization Period, the Controlled Distribution Amount] [other], or
(y) for any Distribution Date with respect to an Early Amortization Period
[or Reinvestment Period], the [Invested Amount] [other], over
(ii) Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Excess Principal
Collections).
[SECTION 4.12. Excess Funding Account. (a) Any funds on
deposit in the Excess Funding Account on [the earlier of] [the [ ]
Distribution Date] [the Principal Commencement Date] will be deposited in
the Principal Funding Account on such date. In addition, on each
Distribution Date with respect to the Controlled Amortization Period an
amount equal to the quotient obtained by dividing the amount on deposit in
the Excess Funding Account as of the [ ] Distribution Date (after giving
effect to any withdrawals from or deposits to such account on such date) by
[ ] will be distributed to Series [199_-_] certificateholders on
such date in respect of principal of the Series [199_-_] Certificates.] In
addition, no funds will be deposited in the Excess Funding Account during
any Early Amortization Period [or Reinvestment Period] or with respect to
any Collection Period following the [ Collection Period] [the
Accumulation Period Commencement Date].
(b) On each Determination Date during the Revolving Period, the
Seller shall determine whether the sum of the Invested Amount and the
amount on deposit in the Excess Funding Account (other than any Investment
Proceeds) is greater than the outstanding principal balance of the Series
[199_-_] Certificates. If on any such Determination Date such sum is
greater than the outstanding principal balance of the Series [199_-_]
Certificates and thus there are sufficient Principal Receivables in the
Trust to permit an increase in the Invested Amount without causing an Early
Amortization Event to occur with respect to any outstanding Series, the
Seller shall notify the Trustee of the amount of the increase in the
Invested Amount. Subject to the provisions set forth below in this
Section 4.12(b) and to Sections 4.12(c) and (d) below, upon receipt of such
notice the Invested Amount shall be increased by the amount specified, and
the Servicer shall instruct the Trustee to withdraw from the Excess Funding
Account and pay to the Seller or allocate to one or more other Series, on
the immediately succeeding Distribution Date, an amount equal to the amount
of such increase in the Invested Amount. Such payment shall be in payment
or partial payment pursuant to the Receivables Purchase Agreement for
additional Principal Receivables transferred to the Trust or allocated to
Series [199_-_]. To the extent that the Invested Amount is increased by
any payment to the Seller or any allocation to one or more other Series,
the Seller's Interest or such other Series' invested amount, as applicable,
shall be reduced by the amount of such payment. In addition, any increase
in the Invested Amount is subject to the condition that after giving effect
to such increase (i) the Pool Balance equals or exceeds (ii) the sum of (A)
the Required Participation Amount, (B) the sum of the Required Subordinated
Amount and the sum of the required subordinated amounts for all other
Series (or, if such other series shall have no required subordinated
amount, the available subordinated amount with respect to such Series) and
(C) the sum of any subordinated amounts supporting any Enhancement for all
other Series. In connection with the foregoing, the Seller shall endeavor
(taking into account any seasonality experienced in the Accounts in the
Trust) to minimize the amounts on deposit, from time to time, in the Excess
Funding Account.
(c) In the event that other Series issued by the Trust provide
for excess funding accounts or other arrangements similar to the Excess
Funding Account involving fluctuating levels of investments in Principal
Receivables, (i) the allocation of additional Principal Receivables to
increase the Invested Amount and the invested amounts of such other Series
(and the related withdrawals from the Excess Funding Account and the other
excess funding or similar accounts) will be based on the proportion that
the amount on deposit in the Excess Funding Account bears to amounts on
deposit in the excess funding accounts of all Series providing for excess
funding accounts or such similar arrangements or to amounts otherwise
similarly available and (ii) the deposit of amounts into the Excess Funding
Account and the excess funding accounts of such other Series will be pro
rata based on the proportion that the Adjusted Invested Amount bears to the
adjusted invested amounts of all Series providing for excess funding
accounts or such similar arrangements.
(d) In the event that any other Series is in an amortization,
early amortization or accumulation period the amounts of any withdrawals
from the Excess Funding Account shall be applied first to satisfy in full
any then applicable funding or payment requirements of such Series and
second to make a payment to the Seller. In the event that more than one
other Series is in an amortization, early amortization or accumulation
period, the amounts of any withdrawals from the Excess Funding Account
shall be allocated (and, if necessary, reallocated) among such Series as
specified in the related Series Supplement to meet the funding or payment
requirements of each such Series first to satisfy in full all then
applicable funding or payment requirements of each such Series and second
to make a payment to the Seller.]
SECTION 4.13 Accumulation Period Length; Accumulation Period
Commencement Date. [On the [ ] Distribution Date the Servicer shall
determine the Accumulation Period Length and the Accumulation Period
Commencement Date and, promptly following such determination, the Servicer
shall notify the Trustee in writing of such determination. In connection
therewith, the Seller hereby agrees not to cause the Trust to issue any new
Series during the period from the date hereof until the date that the
Series [199_-_] Certificates shall have been paid in full, if such issuance
would have an adverse effect on the results obtained by application of the
formula used to compute the Accumulation Period Length. [Add Citi
alternative].
[SECTION 4.14. Enhancement. [To be provided.]
ARTICLE V
Distributions and Reports
to Series [199_-_] Certificateholders
SECTION 5.01. Distributions. (a) On each Distribution Date,
the Trustee shall distribute to each Series [199_-_] Certificateholder of
record on the preceding Record Date (other than as provided in
Section 12.02 of the Agreement respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interests represented by the Series [199_-_] Certificates held by
such Certificateholder) of the amounts on deposit in the Series [199_-_]
Accounts as is payable to the Series [199_-_] Certificateholders on such
Distribution Date pursuant to Section 4.07.
(b) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series [199_-_]
Certificateholders hereunder shall be made by check mailed to each Series
[199_-_] Certificateholder at such Certificateholder's address appearing in
the Certificate Register without presentation or surrender of any Series
[199_-_] Certificate or the making of any notation thereon; provided,
however, that, with respect to Series [199_-_] Certificates registered in
the name of a Depository, such distributions shall be made to such
Depository in immediately available funds.
SECTION 5.02. Reports and Statements to Series [199_-_]
Certificateholders. (a) At least two Business Days prior to each
Distribution Date, the Servicer will provide to the Trustee, and on each
Distribution Date, the Trustee shall forward to each Series [199_-_]
Certificateholder, a statement substantially in the form of Exhibit B
prepared by the Servicer setting forth certain information relating to the
Trust and the Series [199_-_] Certificates.
(b) A copy of each statement provided pursuant to paragraph (a)
will be made available for inspection at the Corporate Trust Office.
(c) On or before January 31 of each calendar year, beginning
with calendar year 199[], the Trustee shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year
was a Series [199_-_] Certificateholder (or Certificate Owner), a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series [199_-_] Certificateholders as set
forth in paragraph (a) above, aggregated for such calendar year or the
applicable portion thereof during which such Person (or any related
Certificate Owner) was a Series [199_-_] Certificateholder (or Certificate
Owner), together with other information as is required to be provided by an
issuer of indebtedness under the Internal Revenue Code and such other
customary information as is necessary to enable the Series [199_-_]
Certificateholders (or Certificate Owners) to prepare their tax returns.
Such obligation of the Trustee shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by
the Trustee pursuant to any requirements of the Internal Revenue Code as
from time to time in effect.
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. The occurrence of
any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Series
[199_-_] Certificateholders, be deemed to be an Early Amortization Event
solely with respect to Series [199_-_]:
[(a) the Trust shall file a petition commencing a voluntary case
under any chapter of the Federal bankruptcy laws; or the Trust shall
file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar
applicable Federal law, or shall consent to the filing of any such
petition, answer, or consent; or the Trust shall appoint, or consent
to the appointment of, a custodian, receiver, liquidator, trustee,
assignee, sequestrator or other similar official in bankruptcy or
insolvency of it or of any substantial part of its property; or the
Trust shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they
become due;
(b) any order for relief against the Trust shall have been
entered by a court having jurisdiction in the premises under any
chapter of the Federal bankruptcy laws, and such order shall have
continued undischarged or unstayed for a period of 60 days; or a
decree or order by a court having jurisdiction in the premises shall
have been entered approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of the Trust
under any other similar applicable Federal law, and such decree or
order shall have continued undischarged or unstayed for a period of
120 days; or a decree or order of a court having jurisdiction in the
premises for the appointment of a custodian, receiver, liquidator,
trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Trust or of any substantial part of
its property, or for the winding up or liquidation of its affairs,
shall have been entered, and such decree or order shall have remained
in force undischarged or unstayed for a period of 120 days;
(c) the outstanding principal amount of the Series [199_-_]
Certificates is not repaid by the Expected Payment Date.
(d) on any Determination Date, the average of the Monthly Payment
Rates for the two preceding Collection Periods is less than [ ]%;
(e) on any Determination Date, the Available Subordinated Amount
for the next Distribution Date will be less than the Required
Subordinated Amount on such Determination Date, after giving effect to
the distributions to be made on the next Distribution Date;
(f) any Service Default with respect to Series
[199_-_] occurs;
(g) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal
Receivables relating to Used Vehicles exceeds [ ]% of the Pool
Balance on such last day;
(h) on any Determination Date, the quotient obtained by dividing
(i) the sum of (x) the amount on deposit in the Yield Supplement
Account on the next Distribution Date, after giving effect to the
distributions to be made on such Distribution Date, and (y) the amount
on deposit in the Yield Supplement Account on the immediately
preceding Distribution Date, after giving effect to the distributions
made on such Distribution Date, by (ii) the sum of (A) the outstanding
principal balance of the Series [199_-_] Certificates on the next
Distribution Date, after giving effect to all distributions and
payments to be made on such Distribution Date and (B) the outstanding
principal balance of the Series [199_-_] Certificates on the
immediately preceding Distribution Date, after giving effect to all
distributions and payments made on such Distribution Date, is less
than [ ];
(i) any Carry-over Amount or Additional Carry-over Amount is
outstanding on six consecutive Distribution Dates;
(j) the outstanding principal amount of the Series 199_-_
Certificates is not repaid by the Expected Payment Date; and
(k) [other].
ARTICLE VII
Reinvestment Events
SECTION 7.01. Reinvestment Events. If any one of the following
events shall occur:
(a) a failure by the Seller to convey Receivables in Additional
Accounts to the Trust within five Business Days after the day on which it
is required to convey such Receivables pursuant to the Agreement;
(b) the Servicer (or CCC, if it is not the Servicer) shall file a
petition commencing a voluntary case under any chapter of the Federal
bankruptcy laws; or the Servicer (or CCC, as aforesaid) shall file a
petition or answer or consent seeking reorganization, arrangement,
adjustment, or composition under any other similar applicable Federal law,
or shall consent to the filing of any such petition, answer, or consent; or
the Servicer (or CCC, as aforesaid) shall appoint, or consent to the
appointment of, a custodian, receiver, liquidator, trustee, assignee,
sequestrator or other similar official in bankruptcy or insolvency of it or
of any substantial part of its property; or the Servicer (or CCC, as
aforesaid) shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become
due;
(c) any order for relief against the Servicer (or CCC, if it is
not the Servicer) shall have been entered by a court having jurisdiction in
the premises under any chapter of the Federal bankruptcy laws, and such
order shall have continued undischarged or unstayed for a period of
60 days; or a decree or order by a court having jurisdiction in the
premises shall have been entered approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of the
Servicer (or CCC, as aforesaid) under any other similar applicable Federal
law, and such decree or order shall have continued undischarged or unstayed
for a period of 120 days; or a decree or order of a court having
jurisdiction in the premises for the appointment of a custodian, receiver,
liquidator, trustee, assignee, sequestrator, or other similar official in
bankruptcy or insolvency of the Servicer (or CCC, as aforesaid) or of any
substantial part of its property, or for the winding up or liquidation of
its affairs, shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120 days;
(d) CFC or Chrysler shall file a petition commencing a voluntary
case under any chapter of the Federal bankruptcy laws; or CFC or Chrysler
shall file a petition or answer or consent seeking reorganization,
arrangement, adjustment, or composition under any other similar applicable
Federal law, or shall consent to the filing of any such petition, answer,
or consent; or CFC or Chrysler shall appoint, or consent to the appointment
of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or
other similar official in bankruptcy or insolvency of it or of any
substantial part of its property; or CFC or Chrysler shall make an
assignment for the benefit of creditors, or shall admit in writing its
inability to pay its debts generally as they become due;
(e) any order for relief against CFC or Chrysler shall have been
entered by a court having jurisdiction in the premises under any chapter of
the Federal bankruptcy laws, and such order shall have continued
undischarged or unstayed for a period of 60 days; or a decree or order by a
court having jurisdiction in the premises shall have been entered approving
as properly filed a petition seeking reorganization, arrangement,
adjustment, or composition of CFC or Chrysler under any other similar
applicable Federal law, and such decree or order shall have continued
undischarged or unstayed for a period of 120 days; or a decree or order of
a court having jurisdiction in the premises for the appointment of a
custodian, receiver, liquidator, trustee, assignee, sequestrator, or other
similar official in bankruptcy or insolvency of CFC or Chrysler or of any
substantial part of its property, or for the winding up or liquidation of
its affairs, shall have been entered, and such decree or order shall have
remained in force undischarged or unstayed for a period of 120 days;
(f) failure on the part of the Seller, the Servicer or CCC, as
applicable, (i) to make any payment or deposit (including any Transfer
Deposit Amount or Adjustment Payment) required by the terms of the
Agreement or the Receivables Purchase Agreement on or before the date
occurring two Business Days after the date such payment or deposit is
required to be made therein, or (ii) with respect to any Series, to deliver
a Distribution Date Statement within five Business Days of the day such
item is due to be delivered under the Agreement, or (iii) duly to observe
or perform in any material respect the covenant of the Seller set forth in
Section 2.06(a) of the Agreement or (iv) duly to observe or perform in any
material respect any other covenants or agreements of the Seller or the
Servicer, as the case may be, set forth in the Agreement or the Receivables
Purchase Agreement, which failure in the case of this clause (iv) continues
unremedied for a period of 45 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to the Seller by the Trustee or any Enhancement Provider;
(g) any representation or warranty made by CCC in the Receivables
Purchase Agreement or the Seller in the Agreement or any information
contained in a computer file or microfiche or written list required to be
delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08 of the
Agreement, (i) shall prove to have been incorrect in any material respect
when made or when delivered, and shall continue to be incorrect in any
material respect for a period of 60 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Seller by the Trustee and (ii) as a result of such
incorrectness the interests of the Holders of the Investor Certificates are
materially and adversely affected; provided, however, that a Reinvestment
Event shall not be deemed to have occurred under this paragraph if the
Seller has repurchased the related Receivable or all such Receivables, if
applicable, during such period in accordance with the provisions of the
Agreement;
(h) on any Determination Date, the average of the Monthly Payment
Rates for the two preceding Collection Periods is less than 20%;
(i) on any Determination Date, the Available Subordinated Amount
for the next Distribution Date will be less than the Required Subordinated
Amount on such Determination Date, after giving effect to the distributions
to be made on the next Distribution Date;
(j) any Service Default with respect to Series [199_-_] occurs;
(k) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal Receivables
relating to Used Vehicles exceeds [ ]% of the Pool Balance on such last
day;
(l) on any Determination Date, the quotient obtained by dividing
(i) the sum of (x) the amount on deposit in the Yield Supplement Account on
the next Distribution Date, after giving effect to the distributions to be
made on such Distribution Date, and (y) the amount on deposit in the Yield
Supplement Account on the immediately preceding Distribution Date, after
giving effect to the distributions made on such Distribution Date, by
(ii) the sum of (A) the outstanding principal balance of the
Series [199_-_] Certificates on the next Distribution Date, after giving
effect to all distributions and payments to be made on such Distribution
Date, and (B) the outstanding principal balance of the Series [199_-_]
Certificates on the immediately preceding Distribution Date, after giving
effect to all distributions and payments made on such Distribution Date, is
less than [ ]%;
(m) interest at the Certificate Rate is not paid on the
Series [199_-_] Certificates on any [Distribution Date] [Interest Payment
Date];
(n) the delivery by the Seller to the Trustee of a notice,
stating that the Seller will no longer continue to sell Receivables to the
Trust on [ ] or any yearly anniversary thereof; provided that the Seller
shall have delivered to the Trustee an Opinion of Counsel to the effect
that, following the suspension of the sale of Receivables, the Trust shall
not become an "investment company" within the meaning of the Investment
Company Act;
(o) any Carry-over Amount or Additional Carry-over Amount is
outstanding on six consecutive Distribution Dates; or
(p) [other];
then, subject to applicable law, and after the applicable grace period, if
any, a reinvestment event (a "Reinvestment Event") shall occur without any
notice or other action on the part of the Trustee, any Agent, the
Series [199_-_] Certificateholders or any other Beneficiary, immediately
upon the occurrence of such event.] 1/ <F1>
<F1>
1/ Delete or modify as appropriate.
[ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase. (a) On any Distribution
Date occurring after the date on which the Invested Amount is reduced to $[
] or less, the Seller shall have the option, subject to the condition
set forth in paragraph (c) to purchase the entire Series [199_-_]
Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Seller shall give the Servicer and the Trustee at least
10 days' prior written notice of the Distribution Date on which the Seller
intends to exercise such purchase option. Not later than 12:00 noon, New
York City time, on such Distribution Date the Seller shall deposit the
Reassignment Amount into the Collection Account in immediately available
funds. Such purchase option is subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be distributed as set
forth in Section 9.01(b).
(c) If at the time the Seller exercises its purchase option
hereunder the Seller's long-term unsecured debt has a rating lower than Baa
by Moody's, the Seller shall deliver to the Trustee on such Distribution
Date an Opinion of Counsel (which must be an independent outside counsel)
to the effect that, in reliance on certain certificates to the effect that
the Series [199_-_] Certificateholders' Interest purchased by the Seller
constitutes fair value for the consideration paid therefor and as to the
solvency of the Seller, the purchase of the Series [199_-_]
Certificateholders' Interest would not be considered a fraudulent
conveyance under applicable law.]
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions Pursuant to [Section 8.01 of
this Series Supplement or] Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the Seller to the Collection Account with
respect to Series [199_-_] in connection with a purchase of the
Certificateholders' Interest pursuant to Section 2.03 of the Agreement
shall equal the Reassignment Amount for the Distribution Date on which such
repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section [8.01 or] 9.01 of this Series
Supplement or Section 2.03 of the Agreement or any Termination Proceeds
deposited into the Collection Account pursuant to Section 12.02(c) of the
Agreement, the Trustee shall, not later than 12:00 noon, New York City
time, on the Distribution Date on which such amounts are deposited (or, if
such date is not a Distribution Date, on the immediately following
Distribution Date) (in the priority set forth below): (i) first,
(x) deposit the Invested Amount on such date [into the Principal Funding
Account] and (y) deposit the amount of accrued and unpaid interest on the
unpaid balance of the Series [199_-_] Certificates, plus the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest, Carry-over Amount, Additional Carry-over Amount or Asset
Composition Premium previously due but not paid to Series [199_-_]
Certificateholders on any prior Distribution Date, up to the Reassignment
Amount for Series [199_-_] and (ii) second, pay the remainder of any
Termination Proceeds to the Seller. [Describe other applications, if any.]
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited [in the Principal
Funding Account] pursuant to Section [8.01 or] 9.01 and all other amounts
on deposit therein shall be distributed in full to the Series [199_-_]
Certificateholders on such date and any distribution made pursuant to
paragraph (b) above shall be deemed to be a final distribution pursuant to
Section 12.02 of the Agreement with respect to Series [199_-_].
SECTION 9.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into
the Collection Account pursuant to Section 9.02(b) of the Agreement, the
Trustee shall first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an
amount equal to the Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and deposit such amount in [the Principal Funding Account];
provided that the amount of such deposit shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and (y) 100% minus the Excess Seller's Percentage with respect
to the related Collection Period. The remainder of the portion of the
Insolvency Proceeds allocated to Allocable Principal Collections shall be
allocated to the Seller's Interest and shall be released to the Seller on
such Distribution Date. [Describe other applications, if any.]
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving
effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the sum of (i) Monthly
Interest for such Distribution Date, (ii) any Monthly Interest previously
due but not [deposited to the Interest Funding Account or] distributed on a
prior Distribution Date, (iii) the amount of Additional Interest, if any,
for such Distribution Date and any Additional Interest previously due but
not [deposited to the Interest Funding Account or] distributed on a prior
Distribution Date, [(iv) any Carry-over Amount for such Distribution Date
and any Carry-over Amount previously due but not distributed to the Series
[199_-_] Certificateholders on a prior Distribution Date and (v) the amount
of any Additional Carry-over Amount for such Distribution Date and any
Additional Carry-over Amount previously due but not distributed to the
Series [199_-_] Certificateholders on a prior Distribution Date,] from the
portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections and deposit such amount in the Collection Account with such
funds designated by the Trustee as being held for the benefit of the Series
[199_-_] Certificateholders; provided that the amount of such distribution
shall not exceed (x) the product of (A) the portion of the Insolvency
Proceeds allocated to Allocable Non-Principal Collections and (B) 100%
minus the Excess Seller's Percentage. The remainder of the portion of the
Insolvency Proceeds allocated to Allocable Non-Principal Collections shall
be allocated to the Seller's Interest and shall be released to the Seller
on such Distribution Date. [Describe other applications, if any.]
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Principal
Funding Account and the Collection Account pursuant to this Section and all
other amounts on deposit therein shall be distributed in full to the Series
[199_-_] Certificateholders on the Distribution Date on which funds are
deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and any
distribution made pursuant to this Section shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement with respect to
Series [199_-_].
ARTICLE X
Other Series Provisions
SECTION 10.01. Certain Permitted Actions; Amendments to the
Agreement; Additional Covenants. (a) Notwithstanding anything to the
contrary in the Agreement, funds on deposit in the Collection Account may
be invested in any Eligible Investments (as that term is defined in this
Series Supplement).
(b) Notwithstanding anything to the contrary in the Agreement,
including Section 2.07(c) thereof, the Seller shall not be required to make
any deposit to the Collection Account in respect of the Repurchased
Receivables Price of any receivables repurchased by the Seller from the
Trust pursuant to such Section.
(c) Notwithstanding anything to the contrary in the Agreement,
including Section 4.03(b) thereof, but subject to the other limitations set
forth therein, CCC need not deposit collections with respect to any
Collection Period in the Collection Account until [ ], a.m., New York
City time, on the related Distribution Date.
(d) Each Holder of a Series [199_-_] Certificate, by such
Holder's acceptance thereof, will be deemed to have consented to an
amendment to the Agreement that incorporates the provisions of
Sections 10.01(a), 10.01(b) and 10.01(c), it being understood that no such
amendment shall be effective unless and until each Series of Investor
Certificates issued prior to [ ], 199[ ], shall no longer be
outstanding or shall have consented to such amendment in accordance with
the Agreement.
(e) Except for the conveyance hereunder to the Trustee, the
Seller will not sell, pledge, assign or transfer to any other Person any
rights it might have to funds on deposit in [the Reserve Fund,] [the
Principal Funding Account,] [the Excess Funding Account,] [the Yield
Supplement Account,] [other,] or Investment Proceeds with respect thereto.
[SECTION 10.02. Effect of Fully Reinvested Date; Conveyance of
Receivables. (a) Notwithstanding anything to the contrary in the
Agreement, upon the occurrence of the Fully Reinvested Date, after giving
effect to all allocations, distributions, withdrawals and deposits to be
made on such date, the following provisions of the Agreement shall no
longer apply to the Seller or the Servicer, as applicable, the Series
[199_-_] Certificates or the Series [199_-_] Certificateholders[, unless,
in each case, the Revolving Period shall have recommenced]:
(i) Section 2.01 (except to the extent it relates to amounts
received with respect to the Receivables and the Collateral Security
and proceeds (including "proceeds" as defined in Section 9-306 of the
UCC as in effect in the State of Michigan and Recoveries) thereof on
deposit in the Series [199_-_] Accounts on the Fully Reinvested Date,
after giving effect to all such allocations, distributions,
withdrawals and deposits);
(ii) Section 2.03(i) and Section 2.03(j) (except to the extent
it relates to amounts received with respect to the Receivables and the
Collateral Security and proceeds (including "proceeds" as defined in
Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof on deposit in the Series [199_-_] Accounts on the
Fully Reinvested Date, after giving effect to all such allocations,
distributions, withdrawals and deposits) and all obligations and
remedies in Section 2.03 relating to a breach of the representations
contained in those Sections other than to the extent provided above);
(iii) Section 2.04;
(iv) Section 2.05; provided, that the Seller may from time to
time at its sole discretion, voluntarily designate additional Accounts
(including Partial Accounts) to be included as Accounts and transfer
to the Trust the Receivables (and the related Collateral Security) of
such Additional Accounts;
(v) Sections 2.06(a),(b),(c) and (d);
(vi) Section 2.07; provided, that the Seller may from time to
time at its sole discretion remove Accounts from the Trust;
(vii) Section 2.08;
(viii) Section 2.09;
(ix) the first sentence of Section 3.01(a), Section 3.01(b) and
Section 3.01(d);
(x) Section 3.03(a)(vii), Section 3.03 (viii), Section 3.03
(ix), Section 3.03(x) and Section 3.03(xi) and all obligations and
remedies contained in Sections 3.03(a) and 3.03(b) relating to a
breach of the representations contained in those Sections;
(xi) Section 3.06;
(xii) Section 3.07;
(xiii) Section 3.09;
(xiv) Section 4.03;
(xv) Section 4.04;
(xvi) Section 6.03(b) (except for the first, second and last
sentences thereof) and the last two sentences of Section 6.03(c) and
the conditions set forth in Section 6.03(c) to the exchange of CARCO
Certificate;
(xvii) Section 8.06;
(xviii) Section 8.08;
(xix) Section 11.01(e); and
[(xx) [Sections 13.02(a),(b) and (c) and] clauses (ii) and (iii)
of Section 13.02(d).
(b) Upon the later to occur of (i) the Fully Reinvested Date and
the making of all allocations, distributions, withdrawals and deposits to
be made on such date and (ii) the date on which each other Series is either
no longer outstanding or the fully reinvested date has occurred with
respect thereto, the Trustee shall sell, assign and convey to the Seller or
its designee, without recourse, representation or warranty, all right,
title and interest of the Trust in the Receivables, whether then existing
or thereafter created, all Collateral Security with respect thereto, all
monies due or to become due and all amounts received with respect thereto
and all proceeds thereof except for amounts on deposit in the Collection
Account that are allocable to Investor Certificates and amounts on deposit
in any Series Account. The Trustee shall execute and deliver such
instruments of transfer and assignment, in each case without recourse, as
shall be reasonably requested by the Seller to vest in the Seller or its
designee all right, title and interest which the Trust had in all such
property.]
[SECTION 10.03. Tax Treatment. The Seller has entered into the
Agreement and this Series Supplement and the Series [199_-_] Certificates
have been issued with the intention that the Series [199_-_] Certificates
will quality under applicable tax law as indebtedness of the Seller secured
by the Trust assets attributable to the Series [199_-_] Certificates. The
Seller, each Beneficiary and each Series [199_-_] Certificateholder and
Certificate Owner, by the acceptance of its Series [199_-_] Certificate or
Book-Entry Certificate, as applicable, agrees to treat the Series [199_-_]
Certificates as indebtedness of the Seller secured by the Trust assets
attributable to the Series [199_-_] Certificates, for Federal income taxes,
state and local income and franchise taxes, Michigan Single Business tax
and any other taxes imposed on or measured by income in whole or in part.
ARTICLE XI
Miscellaneous Provisions
SECTION 11.01. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified and
confirmed and the Agreement as so supplemented by this Series Supplement
shall be read, taken and construed as one and the same instrument.
SECTION 11.02. Counterparts. This Series Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts) each of which shall be an original, but all of which together
shall constitute one and the same instrument.
[SECTION 11.03 Dealer Concentrations. So long as this Series
[199_-_] shall be outstanding, on the last day of each Collection Period,
the Servicer shall determine if the aggregate amount of Principal
Receivables due from any Dealer or group of affiliated Dealers on such date
is greater than [ ]% of the Pool Balance on such date. The Servicer
shall promptly provide the Trustee a report setting forth the basis for
such determination. The Trustee upon request from any Rating Agency will
make such report available to such Rating Agency.]
SECTION 11.04. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective
officers as of the day and year first above written.
U.S. AUTO RECEIVABLES COMPANY,
Seller,
by
--------------------------------
CHRYSLER CREDIT CORPORATION,
Servicer,
by
--------------------------------
MANUFACTURERS AND TRADERS
TRUST COMPANY, Trustee,
by
--------------------------------
<PAGE>
EXHIBIT A
FORM OF FACE OF CERTIFICATE
Initial
REGISTERED Invested Amount: 1/<F1>
$
-------------------
Certificate No. R-[ ]
CUSIP NO.
[Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.]
CARCO AUTO LOAN MASTER TRUST
[FLOATING RATE] [ %] AUTO LOAN
ASSET BACKED CERTIFICATES, SERIES [199_-_]
evidencing a fractional undivided interest in certain
assets of the
CARCO AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in
the ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Chrysler Credit Corporation meeting
certain eligibility criteria. This certificate (a "Certificate") does not
represent an interest in, or obligation of, U.S. Auto Receivables Company
(the "Seller" or "USA"), Chrysler Credit Corporation or any affiliate
thereof.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be
duly executed.
U.S. AUTO RECEIVABLES COMPANY,
by
---------------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling
and Servicing Agreement.
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee,
by
---------------------------------
Authorized Officer
<F1>
1/ Denominations of $[1,000] [other] and integral multiples of $[1,000]
[other] in excess thereof.
<PAGE>
FORM OF THE REVERSE OF CERTIFICATE
This certifies that Cede & Co. (the "Series [199_-_]
Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the CARCO AUTO LOAN MASTER TRUST (the
"Trust") created pursuant to a Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company (the "Seller") on August 8, 1991 (as assigned and as
amended and supplemented from time to time, the "P&S"), as supplemented by
the Series [199_-_] Supplement dated as of [ ], 199[ ], (the
"Series Supplement"), among the Seller, Chrysler Credit Corporation, as
servicer, and Manufacturers and Traders Trust Company, as trustee (the
"Trustee") that are allocated to the Series [199_-_] Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the
Series Supplement are hereinafter collectively referred to as the Pooling
and Servicing Agreement. The corpus of the Trust will include (a) all of
the Seller's right, title and interest in, to and under the Receivables in
each Account and all Collateral Security with respect thereto owned by the
Seller at the close of business on the Cut-Off Date, in the case of the
Initial Accounts, and on the applicable Additional Cut-Off Date, in the
case of Additional Accounts, and all monies due or to become due and all
amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the State
of Michigan and Recoveries) thereof, (b) all of the Seller's rights,
remedies, powers and privileges with respect to such Receivables under the
Receivables Purchase Agreement, (c) all of the Seller's right, title and
interest in, to and under the Receivables in each Account (other than any
newly created Receivables in any Designated Account) and all Collateral
Security with respect thereto owned by the Seller at the close of on each
Transfer Date and not theretofore conveyed to the Trust, all monies due or
to become due and all amounts received with respect thereto and all
proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Michigan and Recoveries) thereof, (d) all monies on
deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account, (e) any Enhancements and (f) all other assets and
interests constituting the Trust. In addition to the Certificates, the
Seller's Certificate will be issued pursuant to the Pooling and Servicing
Agreement which will represent the Seller's Interest in the Trust. The
Seller's Certificate will represent the interest in the Trust Assets not
represented by the Investor Certificates.
The Receivables consist of advances made directly or indirectly
by Chrysler Credit Corporation to domestic automobile dealers franchised by
Chrysler Corporation any or other automobile manufacturers.
Subject to the terms and conditions of the Agreement, the Seller
may from time to time direct the Trustee, on behalf of the Trust, to issue
one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which,
as amended and supplemented from time to time, the Series [199_-_]
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Certificate does not purport to
summarize the Pooling and Servicing Agreement and reference is made to the
Pooling and Servicing Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of
the Pooling and Servicing Agreement (without schedules and exhibits) may be
requested from the Trustee by writing to the Trustee at One M&T Plaza,
Buffalo, New York 14203, Attention: Corporate Trust Department. To the
extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement
and the Series [199_-_] Certificates have been (or will be) issued with the
intention that the Series [199_-_] Certificates will qualify under
applicable tax law as indebtedness of the Seller secured by the Trust
assets attributable to the Certificates. The Seller, each Beneficiary and
each Certificateholder and Certificate Owner, by the acceptance of its
Certificate or Book-Entry Certificate, as applicable, agrees to treat the
Series [199_-_] Certificates as indebtedness of the Seller secured by the
Trust assets attributable to the Certificates for Federal income taxes,
state and local income, single business and franchise taxes and any other
taxes imposed on or measured by income.
On each Distribution Date, the Trustee shall distribute to each
Series [199_-_] Certificateholder of record at the close of business on the
day preceding such Distribution Date (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interest represented by the Series [199_-_] Certificates held by
such Certificateholder, except as otherwise provided in the Pooling and
Servicing Agreement) of such amounts on deposit in the Collection Account
and any Series Account as are payable in respect of the Series [199_-_]
Certificates pursuant to the Pooling and Servicing Agreement.
Distributions with respect to this Certificate will be made by the Trustee
by check mailed to the address of the Certificateholder of record appearing
in the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Certificate) except that with respect to
Series [199_-_] Certificates registered in the name of a Depository,
including Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in immediately available funds. Final payment
of this Certificate will be made only upon presentation and surrender of
this Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the Certificateholder in
accordance with the Pooling and Servicing Agreement.
[On the Distribution Date occurring after the Invested Amount is
reduced to $[ ] or less, the Seller has the option, subject to the
condition set forth in Section 8.01(c) of the Series Supplement, to
purchase the entire Series [199_-_] Certificateholders' Interest in the
Trust. The purchase price will be equal to the Reassignment Amount (as
defined in the Series Supplement).]
This Certificate does not represent an obligation of, or an
interest in, Chrysler Corporation, the Seller, the Servicer, or any
affiliate of any of them and is not insured or guaranteed by any
governmental agency or instrumentality. This Certificate is limited in
right of payment to certain Collections with respect to the Receivables
(and certain other amounts), all as more specifically set forth herein and
in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to
time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee, without the
consent of any of the Series [199_-_] Certificateholders, so long as any
such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of the Certificateholders of
any outstanding Series. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Pooling and Servicing Agreement or otherwise.
Notwithstanding anything contained therein to the contrary, the Trustee,
with the consent of any Enhancement Providers, may at any time and from
time to time amend, modify or supplement the form of Distribution Date
Statement.
The Pooling and Servicing Agreement may also be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee with the consent
of the Holders of Investor Certificates evidencing not less than 66-2/3% of
the aggregate unpaid principal amount of the certificates of the Investor
Certificates of all adversely affected Series, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however,
that no such amendment to the Pooling and Servicing Agreement shall
(i) reduce in any manner the amount of or delay the timing of distributions
to be made to Investor Certificateholders or deposits of amounts to be so
distributed without the consent of such each affected Investor
Certificateholder; (ii) change the definition or the manner of calculating
any certificateholders' interest without the consent of each affected
Investor Certificateholder; (iii) reduce the amount available under any
Enhancement without the consent of each affected Investor
Certificateholder; (iv) adversely affect the rating of any Series or class
by each Rating Agency without the consent of the holders of certificates of
such Series or class evidencing not less than 66-2/3% of the aggregate
unpaid principal amount of the Investor Certificates of such Series or
Class or (v) reduce the aforesaid percentage required to consent to any
such amendment without the consent of all Investor Certificateholders. The
Pooling and Servicing Agreement may not be amended in any manner which
adversely affects the interests of any Enhancement Provider without its
prior consent.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of
this Certificate for registration of transfer at the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by
the Holder hereof or such Holder's attorney duly authorized, and thereupon
one or more new Series [199_-_] Certificates of authorized denominations
evidencing the same aggregate fractional undivided interest will be issued
to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Series [199_-_] Certificates are
exchangeable for new Series [199_-_] Certificates evidencing like aggregate
fractional undivided interests as requested by the Certificateholder
surrendering such Certificates. No service charge may be imposed for any
such exchange but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
connection therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar and
any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer nor the Trustee, the Transfer Agent and Registrar, nor any
agent of any of them, shall be affected by notice to the contrary except in
certain circumstances described in the Pooling and Servicing Agreement.
EXHIBIT 4.5
FORM OF REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of [ ], 199[ ] the
"Remarketing Agreement"), by and among Chrysler Financial Corporation
("CFC"), U.S. Auto Receivables Company ("USA"), Manufacturers and Traders
Trust Company, as Trustee under the below-mentioned Pooling and Servicing
Agreement (in its capacity as trustee, the "Trustee", and in its capacity
as remarketing coordinator, the "Remarketing Coordinator") and
[ ], in its capacity as underwriter, and in its
capacity as remarketing broker-dealer, the "Remarketing Broker-Dealer").
WHEREAS USA expects to cause the CARCO Auto Loan Master Trust
(the "Trust") to issue $[ ] principal amount of Floating Rate
Auto Loan Asset Backed Certificates, Series 199[ - ], consisting of
$[ ] principal amount of [Class A-1] [Money Market Extendible
Certificates], Series 199[ - ] (the "Certificates" and any holder of such
Certificates, a "Certificateholder"), and $[ ] principal amount
of [Class A-2] [Medium Term Certificates, Series 199[ - ] (the "Class A-2
Certificates")], pursuant to and with the rights assigned to them in the
Pooling and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company ("CARCO") to USA on August 8, 1991 (as
assigned and as supplemented and amended from time to time, the "P&S"),
among CARCO, USA, as Seller, Chrysler Credit Corporation ("CCC"), as
Servicer, and the Trustee and the series 199[ - ] Supplement to the P&S
dated as of [ ], 199[ ] (the "Supplement") among the Seller,
the Servicer and the Trustee (the P&S and the Supplement collectively
referred to as the "Pooling and Servicing Agreement");
WHEREAS the Certificates will initially be sold to and purchased
by the Underwriter pursuant to the terms and conditions of an Underwriting
Agreement (the "Underwriting Agreement"), dated [ ], 199[ ],
among USA, Chrysler Financial Corporation ("CFC") and the Underwriter;
WHEREAS USA has requested that [ ] act as the
Remarketing Broker-Dealer under this Agreement to remarket Certificates
which are the subject of an Election Notice in a Remarketing on behalf of
the Certificateholders from time to time who wish to sell the related
Certificates in a Remarketing, all in accordance with the terms of this
Agreement, including the Remarketing Procedures described in Annex A hereto
and in accordance with the Pooling and Servicing Agreement;
WHEREAS USA has requested the Remarketing Coordinator to manage
each Remarketing in accordance with the terms of this Agreement, including
the Remarketing Procedures described in Annex A hereto, and the Pooling and
Servicing Agreement; and
WHEREAS the Remarketing Broker-Dealer and the Remarketing
Coordinator are willing to assume such duties on the terms and conditions
expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants herein
made, and subject to the terms and conditions herein set forth, the parties
hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not defined
in this Agreement, including Annex A hereto, shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
Section 2. Appointment and Obligations of the Remarketing
Broker-Dealer and the Remarketing Coordinator. (a) USA hereby requests
that [ ] act, and [ ] hereby agrees to act, as
Remarketing Broker-Dealer for the purpose of remarketing Certificates from
time to time on behalf of the Certificateholders and performing such other
duties as are assigned to the Remarketing Broker-Dealer herein and in the
Pooling and Servicing Agreement, all in accordance with and pursuant to the
procedures set forth herein and in the Pooling and Servicing Agreement.
(b) The Remarketing Broker-Dealer may, in its sole discretion,
but shall not be obligated to, remarket Certificates which are the subject
of an Election Notice in a Remarketing and the Remarketing Broker-Dealer
agrees to carry out such other duties as are assigned to it herein, all in
accordance with the provisions of this Agreement.
(c) USA hereby requests that the Trustee act, and the Trustee
hereby agrees to act, as the Remarketing Coordinator to perform the duties
and obligations assigned to it herein and in the Pooling and Servicing
Agreement in accordance with and pursuant to the procedures set forth
herein and therein.
Section 3. Annual Adjustment; Certain Expenses. On the Business
Day following the Distribution Date in [ ] of each of 199[ ],
199[ ] and 199[ ] (each, an "Annual Adjustment Date"), the Remarketing
Broker-Dealer shall deliver an amount equal to the Annual Adjustment to USA
by wire transfer of immediately available funds to such account or accounts
as the Seller may specify from time to time. "Annual Adjustment" means,
with respect to any Annual Adjustment Date, an amount equal to the product
of (x) the aggregate initial principal amount of Certificates as to which
the [Class A-1 Revolving Period] ended during any of the twelve Interest
Periods immediately preceding such Annual Adjustment Date, as the result of
a Purchase Option with respect to such Certificate not being exercised, and
(y) the Rebate Percentage applicable on such Annual Adjustment Date. The
Rebate Percentage for each of the three Annual Adjustment Dates shall
be: .[ ]%, .[ ]% and .[ ]%, respectively. The foregoing
calculations shall be made by the Remarketing Broker-Dealer and shall be
conclusive absent manifest error. Notwithstanding the foregoing, the
Remarketing Broker-Dealer shall not have any obligation to pay the Annual
Adjustment with respect to Certificates (i) as to which the [Class A-1
Revolving Period] ended as a result of the occurrence of an Early
Amortization Event or (ii) for which the first distribution of [Special
Class A-1 Monthly Principal] is due on the [ ] 199[ ]
Distribution Date.
Section 4. Dealing in the Certificates; Redemption of the
Remarketing Broker-Dealer's Certificates. (a) The Remarketing Broker-
Dealer, when acting as Remarketing Broker-Dealer or in its individual or
any other capacity, may, to the extent permitted by law, buy, sell, own,
hold and deal in any of the Certificates, either as principal or as agent.
The Remarketing Broker-Dealer is not obligated to purchase any Certificates
that would otherwise remain unsold in a Remarketing. The Remarketing
Broker-Dealer may sell Certificates which it owns during a Remarketing
Period without giving preference to Certificates as to which an Election
Notice has been delivered.
(b) The Remarketing Broker-Dealer may exercise any vote or join
in any action which any Holder or Owner of Certificates may be entitled to
exercise or take pursuant to the terms and conditions contained herein and
in the Pooling and Servicing Agreement with like effect as if it did not
act in any capacity hereunder. The Remarketing Broker-Dealer, in its
individual capacity, either as principal or agent, may also engage in or
have an interest in any financial or other transaction with USA, CARCO, the
Remarketing Coordinator or the Trustee or any of their respective
Affiliates and may act as depository, trustee or agent for any committee or
body of Owners of the Certificates or any obligations of USA, CARCO, the
Remarketing Coordinator or the Trustee or any of their respective
Affiliates as freely as if it did not act in any capacity hereunder.
Section 5. Information. (a) If the Remarketing Broker-Dealer
determines that it is necessary (as evidenced by an opinion of counsel, who
may be an employee of the Remarketing Broker-Dealer) to use a disclosure
document in connection with the Remarketing of Certificates, the
Remarketing Broker-Dealer will notify USA, and USA will promptly provide to
the Remarketing Broker-Dealer the Prospectus distributed in connection with
the initial sale of the Certificates (as amended or supplemented by USA)
satisfactory to the Remarketing Broker-Dealer and its counsel in respect of
the Certificates (such Prospectus, as amended or supplemented, being
referred to herein as the "Disclosure Documents"). USA will supply the
Remarketing Broker-Dealer with such number of copies of the Disclosure
Documents as the Remarketing Broker-Dealer reasonably requests from time to
time. USA will supplement and amend the Disclosure Documents so that at
all times they will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements in the
Disclosure Documents, in the light of the circumstances under which they
were made, not misleading. The Remarketing Broker-Dealer agrees to provide
USA with such information relating to it as may be necessary for USA to
fulfill its obligations under this Section 5(a). USA acknowledges that
such information relating to the Remarketing Broker-Dealer consists only of
the following information (x) contained in the Prospectus relating to the
Certificates: (i) the last paragraph of the cover page, (ii) the legend at
the top of page 2, (iii) the second sentence under "Special Considerations-
- -Limited Liquidity", and (y) the statements in the related prospectus
Supplement under the heading "Underwriting".
(b) In addition, USA agrees to furnish to the Remarketing
Broker-Dealer: (i) all notices and other communications required to be
delivered by USA or an Affiliate thereof to any party under the Pooling and
Servicing Agreement and each report or other document mailed or made
available to Holders or Owners of Certificates (including all "Annual
Servicer's Certificates" delivered pursuant to Section 3.05 of the P&S),
(ii) notice of the purchase of Certificates, either in a Remarketing or
otherwise, by USA or an Affiliate thereof, (iii) notice of the occurrence
of (A) the downgrading or withdrawal of the rating of the Certificates [or
the Class A-2 Certificates] by a nationally recognized statistical rating
agency, (B) the giving of notice of an election to exercise USA's option to
repurchase all the Certificates [and the Class A-2 Certificates] and (C)
the amendment of the Pooling and Servicing Agreement, (iv) upon request,
complete and correct copies of publicly available portions of all quarterly
and annual financial reports of CFC and the Trust, (v) upon request, the
annual audited consolidated balance sheets of CFC, (vi) upon request, all
notices, reports or other communications received by USA from the Trustee,
the Clearing Agency or any other Person pursuant to or in connection with
the Pooling and Servicing Agreement and (vii) such other information as the
Remarketing Broker-Dealer reasonably requests from time to time, in such
form as the Remarketing Broker-Dealer reasonably requests, relating to the
Certificates or the financial condition of USA or any Affiliate of USA to
the extent such information is deemed by the Remarketing Broker-Dealer to
be necessary or appropriate to the performance by the Remarketing Broker-
Dealer of its services hereunder and to the extent such information is
available to USA. USA shall promptly provide the Remarketing Broker-Dealer
with as many copies of the foregoing materials and information as the
Remarketing Broker-Dealer reasonably requests from time to time.
(c) If, at any time during the term of this Agreement, any event
or condition relating to or affecting USA or any Affiliate of USA or the
Certificates shall occur which might affect the accuracy or completeness of
any statement of a material fact contained in any of the materials and
information referred to in paragraph (a) or (b) above or any document
incorporated therein by reference or any other materials or information
made publicly available by USA, USA shall promptly notify the Remarketing
Broker-Dealer in writing of the circumstances and details of such event or
condition.
(d) None of the information contained in any of the reports or
other documents mailed or made available to Holders or Owners of
Certificates (including all "Annual Servicer's Certificates" delivered
pursuant to Section 3.05 of the P&S) or filed by or on behalf of USA or any
Affiliate of USA with the Securities and Exchange Commission (including any
documents incorporated therein by reference) or any documents referred to
in Section 5(a) or 5(b) hereof (collectively, the "Remarketing Materials")
shall contain an untrue or misleading statement of material fact or omit to
state a material fact required to be stated therein or necessary in order
to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.
Section 6. Conditions to the Remarketing BrokerDealer's
Obligations. The obligations of the Remarketing Broker-Dealer under this
Agreement have been undertaken in reliance on (i) the due performance in
all material respects by USA of its obligations and agreements as set forth
in this Agreement, the Underwriting Agreement and the Pooling and Servicing
Agreement, (ii) the accuracy in all material respects as of the dates
specified therein of the representations and warranties contained in the
Underwriting Agreement and the Pooling and Servicing Agreement and
(iii) the further condition that none of the following events shall have
occurred:
(a) the rating of the Certificates [or the Class A-2
Certificates] shall have been downgraded or withdrawn by a nationally
recognized statistical rating agency;
(b) USA shall have elected to exercise its repurchase option with
respect to the Certificates [and the Class A-2 Certificates];
(c) without the prior written consent of the Remarketing Broker-
Dealer (which consent shall not be unreasonably withheld), the Pooling
and Servicing Agreement shall have been amended in any manner that in
the opinion of the Remarketing Broker-Dealer materially changes the
rights of Certificateholders under the Pooling and Servicing
Agreement, the remarketability of the Certificates or the Remarketing
Procedures described in Annex A hereto;
(d) there is a material misstatement or omission in any of the
Remarketing Materials or in any Disclosure Document that in the
opinion of the Remarketing Broker-Dealer (x) is not corrected within a
reasonable period of time and (y) materially changes the rights of
Certificateholders under the Pooling and Servicing Agreement or the
remarketability of the Certificates;
(e) an Early Amortization Event shall have occurred; or
(f) if at any time the Remarketing Broker-Dealer shall determine
for any reason that it is not advisable to remarket the Certificates
by reason of (A) a pending or proposed change in tax laws applicable
to the Certificates (which determination shall be evidenced by an
opinion of counsel), (B) a pending or proposed change in laws
resulting in the Certificates no longer being qualified as "Eligible
Securities" as defined in Rule 2a-7 promulgated under the Investment
Company Act of 1940 (which determination shall be evidenced by an
opinion of counsel), (C) a material adverse change in the financial
condition of USA, CCC or Chrysler Corporation, (D) a banking
moratorium under the laws of the State of New York or the United
States of America, (E) the suspension or termination of trading in
securities generally on the New York Stock Exchange or the
establishment of minimum prices on such Exchange or (F) domestic or
international hostilities; or
(g) CFC, USA or any affiliate thereof shall issue a Series of
certificates, backed by wholesale receivables, (A) having a revolving
period subject to automatic extension absent an election to terminate
such revolving period, and otherwise having the same terms and legal
final maturity of [ , ] or less, as the Certificates,
and (B) the interest rate of which is a percentage over the Commercial
Paper Rate or a comparable 30-day index and such percentage exceeds
[the Class A-1 Spread].
In the event of the failure of any of such conditions, the Remarketing
Broker-Dealer may immediately terminate its duties under this Agreement;
provided that, with respect to the failure of any such conditions specified
in clauses (f)(D), (f)(E) or (f)(F) above, the Remarketing Broker-Dealer
may immediately suspend its duties under this Agreement until the earlier
to occur of (x) the 180th day following the first occurrence of such
failure or (y) such time as such moratorium, suspension or termination or
hostilities, as the case may be, has ceased. If, on or after the 180th day
following the occurrence of such failure specified in clauses (f)(D),
(f)(E) or (f)(F) above, in the opinion of the Remarketing Broker-Dealer,
the occurrence of such event has materially changed the nature of the
Certificates or the remarketability thereof, the Remarketing Broker-Dealer
may then immediately terminate its duties hereunder.
Section 7. Indemnification. (a) USA and CFC jointly and
severally agree to indemnify and hold harmless the Remarketing Broker-
Dealer and each person who controls the Remarketing Broker-Dealer within
the meaning of the Securities Act of 1933, as amended, and the rules
promulgated thereunder (the "Act") against any and all losses, claims,
damages or liabilities, arising under the Act, the Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder or other Federal
or state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Remarketing Materials,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agree to reimburse each such
indemnified party, as incurred, for any legal or other expenses incurred by
it in connection with investigating or defending any such loss, claim,
damage, liability or action. In addition, in the event that the
Remarketing Broker-Dealer becomes involved in any action, proceeding or
investigation brought by or against any Person in connection with
performing the services which USA has requested the Remarketing Broker-
Dealer to perform under this Agreement, USA and CFC will reimburse the
Remarketing Broker-Dealer for any loss, claim, damage or expense (including
the cost of any investigation and preparation and legal fees and expenses
in connection therewith, as such losses, claims, damages or expenses are
incurred (except to the extent that any such loss, claim, damage or expense
results from the gross negligence, bad faith or willful misconduct of the
Remarketing Broker-Dealer in performing the services which USA has
requested the Remarketing Broker-Dealer to perform under this Agreement)).
If for any reason the foregoing indemnification is unavailable to the
Remarketing Broker-Dealer or is insufficient to hold the Remarketing
Broker-Dealer harmless, USA and CFC shall contribute to the amount paid or
payable by the Remarketing Broker-Dealer as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by USA on the one hand and the
Remarketing Broker-Dealer on the other hand in connection with the subject
matter hereof but also the relative fault of USA and the Remarketing
Broker-Dealer as well as any relevant equitable considerations. The
reimbursement, indemnity and contribution obligations of USA and CFC under
this Section 7 shall be in addition to any liability which USA and CFC may
otherwise have, shall extend upon the same terms and conditions to any of
the Affiliates, officers, directors, employees and controlling persons (if
any) of the Remarketing Broker-Dealer and any such Affiliate or Person and
shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of USA, CFC, the Remarketing Broker-
Dealer, any such Affiliate and any such Person. The foregoing provisions
shall survive the period of the Remarketing Broker-Dealer's services under
this Agreement or any termination thereof and shall also survive the
termination or cancellation of this Agreement and the Remarketing of any
Certificates hereunder.
(b) The Remarketing Broker-Dealer shall not incur any liability
to USA, CFC or any other Person for its actions as Remarketing Broker-
Dealer pursuant to the terms hereof without gross negligence or in the
absence of willful misconduct. The Remarketing Broker-Dealer shall not be
liable to USA, CFC or any other Person on account of the failure of any
Person to whom the Remarketing Broker-Dealer has sold any Certificates to
pay for such Certificates or to deliver any document in respect of such
sale unless such failure was directly caused by the willful misconduct of
the Remarketing Broker-Dealer. The Remarketing Broker-Dealer shall have no
obligation whatsoever to remarket any Certificates.
Section 8. Termination of Remarketing Agreement. This Agreement
shall terminate as to the Remarketing Broker-Dealer upon the resignation of
the Remarketing Broker-Dealer pursuant to Section 6 hereof. The provisions
of Section 7 hereof shall continue in effect as to actions prior to the
date of termination of this Agreement, and each party shall pay to the
others any amounts owing at the time of termination of this Agreement.
Section 9. Remarketing Broker-Dealer's Performance; Duty of
Care. (a) The duties of the Remarketing Broker-Dealer shall be
determined solely by the express provisions of this Remarketing Agreement.
No implied covenants or obligations of or against the Remarketing Broker-
Dealer shall be read into this Remarketing Agreement or the Pooling and
Servicing Agreement.
(b) In the absence of bad faith on the part of the Remarketing
Broker-Dealer, the Remarketing Broker-Dealer may conclusively rely upon any
document furnished to it which purports to conform to the requirements of
this Remarketing Agreement or the Pooling and Servicing Agreement, as to
the truth of the statements expressed in any of such documents. The
Remarketing Broker-Dealer shall be fully protected for any action taken,
suffered or omitted under the provisions of this Agreement or otherwise
upon the faith of any document or communication reasonably believed by it
to have been signed, presented or made by the proper party or parties. The
Remarketing Broker-Dealer may consult with counsel selected by it and the
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted under the
provisions of this Agreement or otherwise, in accordance with such opinion
and in reliance thereon.
(c) [ ] shall incur no liability to USA, CFC or any
Certificate Owner or Holder of Certificates in its individual capacity or
as Remarketing Broker-Dealer for any action or failure to act, on its part,
in connection with a Remarketing or otherwise, except as a result of gross
negligence or willful misconduct on its part.
(d) The Remarketing Broker-Dealer shall perform its services
hereunder as an independent contractor with respect to USA, and nothing
contained herein shall be deemed to create any partnership, joint venture,
or relationship of principal and agent between or among the parties hereto
or any of their Affiliates.
Section 10. Governing Law. This Remarketing Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.
Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof, this Agreement shall remain in full
force and effect from the date hereof until the first day thereafter on
which no Certificate is in a [Class A-1 Revolving Period]. Regardless of
any termination of this Agreement pursuant to any of the provisions hereof,
the obligations of USA pursuant to Section 5, and USA and CFC pursuant to
Section 7, shall remain operative and in full force and effect until fully
satisfied.
Section 12. Successors and Assigns. The rights and obligations
of USA or CFC hereunder may not be assigned or delegated to any other
Person without the prior written consent of the Remarketing Broker-Dealer;
provided that such consent shall not be required in the case of any
assignment to an Affiliate of USA or CFC. The rights and obligations of
the Remarketing Broker-Dealer hereunder may not be assigned or delegated to
any other Person without the prior written consent of USA. This Agreement
shall inure to the benefit of and be binding upon USA, CFC, the Remarketing
Coordinator and the Remarketing Broker-Dealer and their respective
successors and assigns. Any successor to the Remarketing Broker-Dealer,
and any director or officer, or any Person controlling the Remarketing
Broker-Dealer, as the case may be, shall be entitled to the benefits of the
agreements contained herein. The terms "successors" and "assigns" shall
not include any purchaser of any Certificates merely because of such
purchase.
Section 13. Headings. Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is
agreed that such section headings are not a part of this Agreement and will
not be used in the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement
shall be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provision of any constitution, statute, rule
or public policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstance or jurisdiction, or of
rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be regarded as an original and
all of which shall constitute one and the same document.
Section 16. Remarketing Broker-Dealer Not Acting as Underwriter.
It is understood and agreed by all parties hereto that the Remarketing
Broker-Dealer's only duties hereunder are as set forth in Section 2 of this
Agreement. When engaged in the Remarketing of any Certificates which are
the subject of an Election Notice, the Remarketing Broker-Dealer shall act
only as agent for and on behalf of each Certificate Owner of the related
Certificates. The Remarketing Broker-Dealer shall not act as underwriter
for any Certificates which are the subject of an Election Notice. Except
in connection with the exercise of a Purchase Option by the Remarketing
Broker-Dealer, the Remarketing Broker-Dealer shall in no way be obligated
to advance its own funds to purchase any Certificates or to otherwise
expend or risk its own funds or incur or become exposed to any financial
liability in the performance of its services hereunder.
Section 17. Amendments. (a) This Agreement may be amended by
any instrument in writing signed by all of the parties hereto so long as
this Agreement as amended is not inconsistent with the Pooling and
Servicing Agreement in effect as of the date of any such amendment.
(b) In the event that (x) the Certificates are issued as
Definitive Certificates (y) the Depository Trust Company ceases to be the
Depository, the parties hereto will negotiate in good faith to agree upon
any necessary or appropriate modifications to the
Remarketing Procedures set forth in Annex A hereto and the Remarketing
Coordinator will notify Certificateholders (or cause Certificateholders to
be notified) of any such modifications which materially affect the
procedures to be followed in the event a Certificateholder seeks to elect
not to extend the [Class A-1 Revolving Period] with respect to its
Certificates.
Section 18. No Petition. The Remarketing Coordinator and the
Remarketing Broker-Dealer, by entering into this Agreement, hereby covenant
and agree that they will not at any time institute against USA any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other proceedings under any United States federal or state
bankruptcy or similar law.
Section 19. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or
pursuant hereto shall be made in writing and shall be deemed to have been
validly given or made when delivered or mailed, registered or certified
mail, return receipt requested and postage prepaid, addressed as follows:
if to USA, to 27777 Franklin Road, Southfield, Michigan 48034, Attention:
Secretary; if to the Remarketing Coordinator, to Manufacturers and Traders
Trust Company, One M&T Plaza, Buffalo, NY 14203-2399, Attention:
[ ]; and if to the Remarketing Broker-Dealer, to
[ ] Attention:
[ ]; or to such other address as any of the above shall specify
to the others in writing.
<PAGE>
IN WITNESS WHEREOF, each of CFC, USA, the Remarketing Broker-
Dealer, the Trustee, and the Remarketing Coordinator has caused this
Agreement to be executed in its name and on its behalf by one of its duly
authorized officers as of the date first above written.
CHRYSLER FINANCIAL CORPORATION,
by
---------------------------------
Name:
Title:
U.S. AUTO RECEIVABLES COMPANY,
by
---------------------------------
Name:
Title:
[ ],
as Remarketing Broker-Dealer
by
---------------------------------
Name:
Title:
MANUFACTURERS AND TRADERS TRUST COMPANY, as
Trustee and Remarketing Coordinator
by
---------------------------------
Name:
Title:
Exhibit 5.1
September 28, 1994
Chrysler Financial Corporation Chrysler Credit Corporation
27777 Franklin Road 27777 Franklin Road
Southfield, Michigan 48034 Southfield, Michigan 48034
U.S. Auto Receivables Company
27777 Franklin Road
Southfield, Michigan 48034
Gentlemen:
Re: Registration Statement No. 33-55397 on Form S-3 to
Register Auto Loan Asset-Backed Certificates to be
Issued by CARCO Auto Loan Master Trust (the
"Registration Statement")
I am Vice President and General Counsel of U.S. Auto Receivables
Company, a Delaware corporation, as seller (the "Seller"), Chrysler
Financial Corporation, a Michigan corporation ("CFC"), Chrysler Credit
Corporation, a Delaware corporation, as servicer (the "Servicer") and
Chrysler Auto Receivables Company, a Delaware corporation, in connection
with (a) the transfer and assignment of certain loans of automotive dealers
(the "Receivables") by the Seller to Manufacturers and Traders Trust
Company, as trustee (the "Trustee") for the CARCO Auto Loan Master Trust
(the "Trust"), formed pursuant to the Pooling and Servicing Agreement dated
as of May 31, 1991 (as amended and supplemented, the "Pooling and Servicing
Agreement") among the Seller, the Servicer and the Trustee, in exchange for
Auto Loan Asset Backed Certificates (the "Certificates") evidencing a
fractional undivided interest in the Trust. As described in the
Registration Statement, the Certificates will be issued from time to time
by the Trust in series. With respect to each series, the Certificates will
be issued pursuant to a supplement to the Pooling and Servicing Agreement
and the Certificates will be sold from time to time pursuant to certain
underwriting agreements (the "Underwriting Agreements") between the Seller
and various underwriters named therein.
I am admitted to the State Bar of Michigan and I express no opinion as
to the laws of any other jurisdiction except the laws of the United States
of America to the extent specifically referred to herein.
I have examined and relied upon the Registration Statement and, in
each case as filed with the Registration Statement, the form of the Pooling
and Servicing Agreement and supplements thereto, including the forms of
Certificates and the Underwriting Agreement previously filed or filed
herewith, as the case may be, as exhibits to the Registration Statement.
In addition, I have examined and considered executed originals or
counterparts, or certified or other copies identified to my satisfaction as
being true copies of such certificates, instruments, documents and other
corporate records of the Seller and matters of fact and law as I deem
necessary for the purposes of the opinion expressed below. Capitalized
terms not otherwise defined herein have the meanings given to them in the
Registration Statement.
In my examination I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such documents. As to any facts material to the opinions expressed herein
which were not independently established or verified, I have relied upon
statements and representations of officers and other representatives of the
Seller and others.
Based on and subject to the foregoing, I am of the opinion that, with
respect to the Certificates of any series, when (i) the Registration
Statement becomes effective pursuant to the provisions of the Securities
Act of 1933, as amended, (ii) the amount, price, interest rate and other
principal terms of such Certificates have been duly approved by the Board
of Directors of the Seller, (iii) the various agreements relating to such
series have each been duly completed, executed and delivered by the parties
thereto substantially in the form filed as an exhibit to the Registration
Statement reflecting the terms established as described above, and (iv)
such Certificates have been duly executed and issued by the Trust and
authenticated by the Trustee and sold by the Seller, all in accordance with
the terms and conditions of the related agreements and in the manner
described in the Registration Statement, such Certificates will have been
duly authorized by all necessary action of the Trust and will have been
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Allan L. Ronquillo
----------------------
Allan L. Ronquillo
Vice President and
General Counsel
/mr
a:\chryusa1.opn
Exhibit 8.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
September 23, 1994
CARCO Auto Loan Master Trust
Registration Statement on Form S-3
(Registration No. 33-55397)
Dear Sirs:
We have acted as special Federal tax counsel for CARCO Auto Loan
Master Trust (the "Trust"), in connection with the above-captioned
Registration Statement (such registration statement, together with the
exhibits and any amendments thereto, the "Registration Statement"), filed
by the Trust with the Securities and Exchange Commission in connection with
the registration by the Trust of trust certificates (the "Certificates").
As described in the Registration Statement, the Certificates will be issued
from time to time in series by the Trust, which was created pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
among U.S. Auto Receivables Company, Chrysler Credit Corporation and
Manufacturers and Traders Trust Company, as trustee. Capitalized terms not
otherwise defined herein are used as defined in the Registration Statement.
In that connection, we are generally familiar with the
proceedings required to be taken in connection with the proposed
authorization, issuance and sale of any series of Certificates and we have
examined copies of such documents, corporate records and other instruments
as we have deemed necessary or appropriate for the purposes of this
opinion, including the Registration Statement, the Pooling and Servicing
Agreement and the form of pooling and servicing agreement supplement (the
"Supplement") filed as exhibits to the Registration Statement (including
the form of each class of Certificates included as an exhibit).
Based on the foregoing and assuming that the Supplement with
respect to each series of Certificates is executed and delivered in
substantially the form we have examined and the transactions contemplated
to occur under the Registration Statement, the Pooling and Servicing
Agreement and the Supplement in fact occur in accordance with the terms
thereof, we hereby confirm that the statements set forth in the Prospectus
forming part of the Registration Statement under the captions "Prospectus
Summary--Tax Matters" (to the extent they relate to Federal income tax
consequences), "--ERISA Considerations", "Certain Tax Matters--Federal
Income Tax Consequences" and "ERISA Considerations" accurately reflect our
opinion with respect to a transaction to which those provisions by their
terms apply.
We know that we are referred to under the headings "Certain
Federal Income Tax Consequences" and "Legal Opinions" in the Prospectus
Supplement forming part of the Registration Statement and we hereby consent
to the use of our name therein and to the use of this opinion for filing
with the Registration Statement as Exhibit 8 thereto.
Very truly yours,
U.S. Auto Receivables Company
27777 Franklin Road
Southfield, Michigan 48034
32NS
O
Exhibit 8.2
September 28, 1994
Chrysler Financial Corporation Chrysler Credit Corporation
27777 Franklin Road 27777 Franklin Road
Southfield, Michigan 48034 Southfield, Michigan 48034
U.S. Auto Receivables Company
27777 Franklin Road
Southfield, Michigan 48034
Gentlemen:
Re: Registration Statement No. 33-55397 on Form S-3 to
Register Auto Loan Asset-Backed Certificates to be
Issued by CARCO Auto Loan Master Trust (the
"Registration Statement")
I am Vice President and General Counsel of U.S. Auto Receivables
Company, a Delaware corporation, as seller (the "Seller"), Chrysler
Financial Corporation, a Michigan corporation ("CFC"), Chrysler Credit
Corporation, a Delaware corporation, as servicer (the "Servicer") and
Chrysler Auto Receivables Company, a Delaware corporation, in connection
with (a) the transfer and assignment of certain loans of automotive dealers
(the "Receivables") by the Seller to Manufacturers and Traders Trust
Company, as trustee (the "Trustee") for the CARCO Auto Loan Master Trust
(the "Trust"), formed pursuant to the Pooling and Servicing Agreement dated
as of May 31, 1991 (as amended and supplemented, the "Pooling and Servicing
Agreement") among the Seller, the Servicer and the Trustee, in exchange for
Auto Loan Asset Backed Certificates (the "Certificates") evidencing a
fractional undivided interest in the Trust. As described in the
Registration Statement, the Certificates will be issued from time to time
by the Trust in series. With respect to each series, the Certificates will
be issued pursuant to a supplement to the Pooling and Servicing Agreement
and the Certificates will be sold from time to time pursuant to certain
underwriting agreements between the Seller and various underwriters named
therein.
I am admitted to the State Bar of Michigan and I express no opinion as
to the laws of any other jurisdiction except to the extent specifically
referred to herein.
I hereby confirm that the statements set forth in the Prospectus
forming a part of the Registration Statement under the caption "Certain Tax
Matters -- State and Local Tax Consequences" accurately describe the
material Michigan tax consequences to holders of the Certificates.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Prospectus
included in the Registration Statement.
Very truly yours,
/s/ Allan L. Ronquillo
----------------------
Allan L. Ronquillo
Vice President and
General Counsel
/mr
a:usatx1.opn
Exhibit 23.3
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
- ------------ -----------------------------------------
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to
Registration Statement No. 33-55397 on Form S-3, of the report of Deloitte &
Touche dated January 18, 1994 appearing in the Annual Report on Form 10-K of
CARCO Auto Loan Master Trust for the year ended December 31, 1993, and to
the reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
September 28, 1994
- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of U.S. Auto Receivables Company hereby severally
constitutes and appoints ROBERT A. LINK, BYRON C. BABBISH and
STEVEN C. POLING, or any one or more of them, to be his agents,
proxies and attorneys-in-fact, to sign and execute in his name,
place and stead and on his behalf as a director of U.S. Auto
Receivables Company, and to file with the Securities and Exchange
Commission, the Registration Statement of CARCO Auto Loan Master
Trust on Form S-3, registering under the Securities Act of 1933,
as amended, auto loan asset backed securities in an aggregate
principal amount of $700,000,000 and any and all further
amendments (including any pre- and post-effective amendments) to
such Registration Statement, and to file all exhibits thereto and
other documents in connection therewith, granting unto said
attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing required
to be done that may be necessary or desirable, hereby approving,
ratifying and confirming all that the aforesaid agents, proxies
and attorneys-in-fact do, or that any one of them does or causes
to be done, on his behalf pursuant to this Power of Attorney.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 8th day of September, 1994.
/s/ D. M. Cantwell /s/ E. F. Langs
D. M. Cantwell E. F. Langs
/s/ T. P. Dykstra /s/ L. A. Neeb
T. P. Dykstra L. A. Neeb
/s/ Jeremiah E. Farrell /s/ J. A. Sellgren
Jeremiah E. Farrell J. A. Sellgren
/s/ John P. Tierney
John P. Tierney
