SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 28, 1995
FORD CREDIT AUTO LOAN MASTER TRUST Series 1995-1
(Ford Credit Auto Receivables Corporation - Originator)
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-61033 38-2973806
-------- -------- ----------
(State of other juris- (Commission File Number) (IRS Employer
diction of incorporation I.D. No.)
The American Road, Dearborn, Michigan 48121
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 313-322-3000
<PAGE>
Item 5. Other Events
Ford Credit Auto Loan Master Trust (the "Trust"), originated by Ford
Credit Auto Receivables Corporation (the "Company"), under the laws of New
York, has registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, 6.50% Auto Loan Asset Backed
Certificates, in the aggregate principal amount of $1,000,000,000 (the
"Certificates"), pursuant to Registration Statement No. 33-61033. On
February 5, 1992, Ford Motor Credit Company ("Ford Credit"), as servicer, the
Company, as seller, and Manufacturers Hanover Trust Company, later succeeded
by Chemical Bank (the "Trustee") as trustee, entered into a Pooling and
Servicing Agreement, dated as of December 31, 1991, (the "Pooling and
Servicing Agreement") creating the Trust and transferring from the Company to
the Trust property primarily consisting of wholesale receivables generated
from time to time in a portfolio of revolving financing arrangements with
automobile dealers to finance their automobile and light truck inventory and
collections on the receivables and security interests in the vehicles
financed thereby and certain other property, and on August 15, 1995, Ford
Credit, the Company and the Trustee entered into the Series 1995-1 Supplement
dated as of July 31, 1995, (the "Supplement") to the Pooling and Servicing
Agreement, pursuant to which the Certificates were created. Detailed
information on the pool of wholesale receivables in the Trust and servicing
thereof is contained within the Pooling and Servicing Agreement, the
Supplement and prospectus attached hereto or incorporated by reference as
exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
EXHIBITS
Designation Description Method of
Filing
----------- ------------ ----------------
Exhibit 4.1 Pooling and Servicing Agreement Filed with the
dated as of December 31, 1991 Current Report
between Ford Motor Credit Company, of the Trust on
as servicer, Ford Credit Auto Form 8-K dated
Receivables Corporation, as seller, February 7, 1992
and Chemical Bank, as successor and incorporated
trustee. herein by
reference.
<PAGE>
Exhibit 4.2 Series 1995-1 Supplement to Pooling Filed with this
and Servicing Agreement dated as of Report.
July 31, 1995 between Ford Motor
Credit Company, as servicer, Ford
Credit Auto Receivables Corporation,
as seller, and Chemical Bank, successor
trustee to Manufacturers Hanover Trust
Company, as trustee.
Exhibit 99 Prospectus dated August 1, 1995, Filed with the
relating to the sale of Ford Credit Commission on
Auto Loan Master Trust Series August 3, 1995
1995-1 6.50% Auto Loan Asset Backed pursuant to Rule
Certificates. 424(b)(1) incor-
porated herein
by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the date indicated.
Ford Credit Auto Loan Master
Trust Series 1995-1
-----------------------------
(Registrant)
Date: August 28, 1995 By:/s/R. P. Conrad
---------------------------------
R. P. Conrad
Assistant Secretary of Ford Credit
Auto Receivables Corporation,
originator of Trust
<PAGE>
EXHIBIT INDEX
Designation Description
----------- -----------
Exhibit 4.1 Pooling and Servicing Agreement *
dated as of December 31, 1991
between Ford Motor Credit Company,
as servicer, Ford Credit Auto
Receivables Corporation, as seller,
and Chemical Bank, as successor
trustee.
Exhibit 4.2 Series 1995-1 Supplement to Pooling
and Servicing Agreement dated as of
July 31, 1995 between Ford Motor
Credit Company, as servicer, Ford
Credit Auto Receivables Corporation,
as seller, and Chemical Bank, successor
trustee to Manufacturers Hanover Trust
Company, as trustee.
Exhibit 99 Prospectus dated August 1, 1995, *
relating to the sale of Ford Credit
Auto Loan Master Trust Series
1995-1 6.50% Auto Loan Asset Backed
Certificates.
* Previously filed
EXHIBIT 4.2
FORD CREDIT AUTO RECEIVABLES CORPORATION
Seller
FORD MOTOR CREDIT COMPANY
Servicer
and
CHEMICAL BANK
Trustee
SERIES 1995-1 SUPPLEMENT
Dated as of June 30, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of December 31, 1991
$1,000,000,000
FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1995-1
<PAGE>
ARTICLE I
Creation of the Series 1995-1 Certificates
SECTION 1.01. Designation. . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
SECTION 2.01. Definitions. . . . . . . . . . . . . . . . 1
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. . . . . . . . . . . . . 15
ARTICLE IV
Rights of Series 1995-1 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations . . . . . . . . . . . . . . . . . . 16
SECTION 4.02. Monthly Interest. . . . . . . . . . . . . . . . 18
SECTION 4.03. Determination of Monthly Principal. . . . . . . 18
SECTION 4.04. Establishment of Reserve Fund and
Funding Accounts . . . . . . . . . . . . . . . . 19
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . 22
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds,
Net Trust Swap Receipts and Available
Investor Principal Collections. . . . . . . . . . . . . . . . . 23
SECTION 4.07. Distributions to Series 1995-1
Certificateholders . . . . . . . . . . . . . . . 26
SECTION 4.08. Application of Reserve Fund and
Available Subordinated Amount. . . . . . . . . . 26
SECTION 4.09. Investor Charge-Offs . . . . . . . . . . . 29
SECTION 4.10. Excess Servicing. . . . . . . . . . . . . . . . 29
SECTION 4.11. Excess Principal Collections. . . . . . . . . . 30
SECTION 4.12. Asset Composition Event . . . . . . . . . . . . 30
SECTION 4.13. Excess Funding Account. . . . . . . . . . . . . 31
<PAGE>
ARTICLE V
Distributions and Reports to
Series 1995-1 Certificateholders
SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . 33
SECTION 5.02. Reports and Statements to Series 1995-1
Certificateholders . . . . . . . . . . . . . . . 34
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. . . . . . . . . 34
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase . . . . . . . . . . . . . . 35
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders'
Interest Pursuant to Section 2.03
of the Agreement; Distributions
Pursuant to Section 7.01 of the Series
Supplement or Section 2.03 or 12.02(c)
of the Agreement. . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the
Receivables Pursuant to Section 9.02
of the Agreement . . . . . . . . . . . . . . . . 37
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Execution and Delivery of the
Interest Rate Swap. . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.02. Registration of the Series 1995-1
Certificates under the Securities
Exchange Act of 1934 . . . . . . . . . . . . . . 38
SECTION 9.03. Ratification of Agreement . . . . . . . . . . . 38
SECTION 9.04. Counterparts. . . . . . . . . . . . . . . . . . 38
SECTION 9.05. Governing Law . . . . . . . . . . . . . . . . . 38
<PAGE>
EXHIBITS
Exhibit A Form of Certificate
Exhibit B-1 Form of Distribution Date Statement for the
Trustee
Exhibit B-2 Form of Distribution Date Statement for
Persons other than the Trustee
Exhibit C Form of Interest Rate Swap
Schedule 1 List of Series 1995-1 Accounts
<PAGE>
SERIES 1995-1 SUPPLEMENT dated as of June 30, 1995 (the
"Series Supplement"), among FORD CREDIT AUTO RECEIVABLES
CORPORATION, a Delaware corporation, as Seller, FORD MOTOR CREDIT
COMPANY, a Delaware corporation, as Servicer, and CHEMICAL BANK,
a New York banking corporation, as Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing
Agreement dated as of December 31, 1991 (as amended and
supplemented, the "Agreement"), among the Seller, the Servicer
and the Trustee, the Seller may from time to time direct the
Trustee to issue, on behalf of the Trust, one or more new Series
of Investor Certificates representing fractional undivided
interests in the Trust. The Principal Terms of any new Series
are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the
Trustee shall create a new Series of Investor Certificates and
specify the Principal Terms thereof.
ARTICLE I
Creation of the Series 1995-1 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
"Series 1995-1, 6.50% Auto Loan Asset Backed Certificates".
(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.
"Accumulation Period" shall mean, unless an Early
Amortization Event shall have occurred prior thereto (other than
an Early Amortization Event which has resulted in an Early
Amortization Period which has ended as described in clause (c) of
the definition thereof), 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
or (b) the Expected Final Payment Date.
"Accumulation Period Commencement Date": The date
which is, with respect to an Accumulation Period Length of (i)
one calendar month, the first day of the July 2000 Collection
Period, (ii) two calendar months, the first day of the June 2000
Collection Period, (iii) three calendar months, the first day of
the May 2000 Collection Period, (iv) four calendar months, the
first day of April 2000 the Collection Period and (v) five
calendar months, the first day of the March 2000 Collection
Period; provided, however, that the Accumulation Period
Commencement Date shall be (x) March 1, 2000, if, prior to such
date, any other outstanding Series of Investor Certificates shall
have entered into an early amortization period or (y) in the case
of an Accumulation Period Length of less than five months, the
earlier of (A) the date an early amortization period has
commenced with respect to any other outstanding Series of
Investor Certificates and (B) the Accumulation Period
Commencement Date as determined above.
"Accumulation Period Determination Date": February 15,
2000.
"Accumulation Period Length": As determined by the
Servicer on the Accumulation Period Determination Date, a period
of not less than one calendar month nor more than five calendar
months, equal to the product (rounded upwards to the nearest
whole number) of (i) five multiplied by (ii) a fraction, the
numerator of which is the Invested Amount as of such Accumulation
Period Determination Date (after giving effect to all changes
therein on such date) and the denominator of which is equal to .
the sum of such Invested Amount and the Outstanding Series
Invested Amount as of such Accumulation Period Determination Date
(after giving effect to all changes therein on such date).
"Additional Early Amortization Event" shall have the
meaning specified in Section 6.01.
"Additional Interest" shall have the meaning specified
in Section 4.02.
"Adjustment Date" shall mean the second London Business
Day preceding the first day of each Interest Period.
"Aggregate Available Subordinated Amount" shall mean
the sum of the Available Subordinated Amount and the Swap
Available Subordinated Amount.
"Allocable Miscellaneous Payments" shall mean, with
respect to any Distribution Date, the product of (a) the Series
1995-1 Allocation Percentage for the related Collection Period
and (b) Miscellaneous Payments with respect to the related
Collection Period.
"Asset Composition Event" shall have the meaning
specified in Section 4.12.
"Asset Correction Amount" shall have the meaning
specified in Section 4.12.
"Available Investor Principal Collections" shall mean,
with respect to any Distribution Date, the sum of (a) an amount
equal to Investor Principal Collections for such Distribution
Date, (b) Allocable Miscellaneous Payments with respect to such
Distribution Date, (c) Series 1995-1 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 Seller's Collections" shall mean, with
respect to any Deposit Date, the sum of (a) the Available Sellers
Non-Principal Collections for such Deposit Date and (b) the
Available Seller's Principal Collections for such Deposit Date;
provided, however, that the Available Sellers 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) 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) 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 the
sum of
(i) the lesser of (x) 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), minus (D) the Incremental Subordinated
Amount for such preceding Determination Date, plus (E) the
Incremental Subordinated Amount for the current
Determination Date and (y) the Required Subordinated Amount;
plus (ii) the Subordinated Percentage of funds
withdrawn from the Excess Funding Account since the prior
Distribution Date and to be withdrawn from the Excess
Funding Account up to and including the succeeding
Distribution Date and paid to the Seller or allocated to one
or more Series; and
minus (iii) the Subordinated Percentage of funds
deposited in the Excess Funding Account since the prior
Distribution Date and to be deposited into the Excess
Funding Account up to and including the succeeding
Distribution Date;
provided, however, that once the Accumulation Period or any Early
Amortization Period (other than an Early Amortization Period
which has ended as described in clause (c) of the definition
thereof) shall have commenced, the Required Subordinated Amount
shall be calculated based on the Invested Amount as of the close
of business on the day preceding such Accumulation Period or
Early Amortization Period.
"Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Seller which is reasonably
acceptable to the Trustee.
"Certificate Rate" shall mean 6.50% per annum.
"Certificateholders Monthly Servicing Fee" shall have
the meaning specified in Section 3.01.
"Closing Date" shall mean August 15, 1995.
"Controlled Amortization Amount" shall mean the
quotient obtained by dividing the Invested Amount as of the
Accumulation Period Determination Date (after giving effect to
any changes therein on such date) by the Accumulation Period
Length.
"Controlled Distribution Amount" shall mean, for any
Distribution Date with respect to the Accumulation Period, the
excess, if any, of (i) the product of the Controlled Amortization
Amount and the number of Distribution Dates with respect to the
Accumulation Period through and including such Distribution Date
over (ii) 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.
"Early Amortization Period" shall mean an Early
Amortization Period with respect to Series 1995-1.
"Excess Principal Collections" shall mean the amounts
equal to the balances referred to as such in Sections 4.06(b)(ii)
and 4.06(c)(ii).
"Excess Reserve Fund Required Amount" shall mean, for
any Distribution Date with respect to an Early Amortization
Period, an amount equal to the greater of (a) 5% of the initial
principal balance of the Series 1995-1 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) (A) a percentage equal to the
excess of the Required Participation Percentage over 100%,
multiplied by (B) the outstanding principal balance of the
Certificates on such Distribution Date (after giving effect to
any changes therein on such Distribution Date) over (ii) the
Seller's Interest 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 and
Defaulted Receivables, the sum of (i) the Floating Allocation
Percentage with respect to such Collection Period and the sum of
the floating allocation percentages for all other outstanding
Series of Investor Certificates for such Collection Period and
(ii) the percentage equivalent of a fraction, the numerator of
which is the sum of the Aggregate Available Subordinated Amount
as of the Determination Date occurring in such Collection Period
and the sum of the aggregate available subordinated amounts for
all other outstanding Series of Investor Certificates as of such
Determination Date (in each case, 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 Pool Balance as of the
last day of the immediately preceding Collection Period or (b)
100% minus, when used with respect to Principal Receivables, the
sum of (i) the floating allocation percentages for all outstand-
ing Series that are in their revolving periods with respect to
such Collection Period and the sum of the principal allocation
percentages for all outstanding Series of Investor Certificates
that are not in their revolving periods with respect to such
Collection Period and (ii) the percentage equivalent of a
fraction, the numerator of which is the sum of the Aggregate
Available Subordinated Amount as of the Determination Date
Occurring in such Collection Period and the sum of the aggregate
available subordinate amounts for all other Series of Investor
Certificates as of such Determination Date (in each case, 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 Pool Balance as of the last day of such immediately
preceding Collection Period.
"Excess Servicing" shall mean, with respect to any
Distribution Date, the amount, if any, specified pursuant to
Section 4.06(a)(vi) with respect to such Distribution Date.
"Expected Final Payment Date" shall mean the August
2000 Distribution Date.
"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 Pool Balance as of such
last day; 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 Pool Balance on the 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
the Invested Amount on the last day of the immediately preceding
Collection Period (or with respect to the first Determination
Date, the Invested Amount on the Closing Date) and the Available
Subordinated Amount for such Determination Date (calculated
without subtracting or adding the Incremental Subordinated Amount
for such Distribution Date as described in clause (D) or (E),
respectively, of the definition thereof and without adding the
Incremental Subordinated Amount in the definition of Required
Subordinated Amount as used in the definition of Available
Subordinated Amount) (or with respect to the first Determination
Date, the product of the Invested Amount on the Closing Date and
the Subordinated Percentage) and the denominator of which is the
Pool Balance on such last day by (b) the Trust Incremental
Subordinated Amount.
"Initial Invested Amount" shall mean the initial
principal amount of the Series 1995-1 Certificates, which is
$1,000,000,000, plus (a) the amount of any withdrawals from the
Excess Funding Account pursuant to Section 4.13(b) in connection
with an increase in the Pool Balance, minus (b) the amount of any
additions to the Excess Funding Account pursuant to Section
4.06(b)(i) in connection with a reduction in the Pool Balance.
"Initial Principal Amount" shall mean $1,000,000,000.
"Initial Swap Subordinated Amount" shall mean
$14,500,000.
"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 first Distribution Date, from and including the
Closing Date) to but excluding such Distribution Date.
"Interest Rate Swap" shall mean the interest rate swap
agreement, the form of which is attached hereto as Exhibit C,
dated as of the Closing Date, between the Swap Counterparty and
the Trust in connection with Series 1995-1.
"Interest Shortfall" shall have the meaning specified
in Section 4.02.
"Invested Amount" shall mean, when used with respect to
any date, an amount equal to (a) the Initial Invested Amount
minus (b) the amount, without duplication, of principal payments
(except principal payments made from the Excess Funding Account
and any transfers from the Excess Funding Account to the
Principal Funding Account) made to Series 1995-1 Certificate-
holders or deposited to the Principal Funding Account prior to
such date minus (c) the excess, if any, of the aggregate amount
of Investor Charge-Offs over Investor Charge-Offs reimbursed
pursuant to Section 4.08 prior to such date. In addition, for
purposes of the definition of "Early Amortization Period", the
Invested Amount shall be an amount equal to the outstanding
principal amount of the 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 1995-1 Accounts, together with an amount equal to the
Series 1995-1 Allocation Percentage of the interest and other
investment earnings on funds held in the Collection Account
credited as of such date 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 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 (i) the Floating Allocation Percentage for the related
Collection Period and (ii) Non-Principal Collections deposited in
the Collection Account for the related Collection Period.
"Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) the product of
(i) the Floating Allocation Percentage, with respect to the
Revolving Period, or the Principal Allocation Percentage, with
respect to the Accumulation Period or an Early Amortization
Period, for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period
during an Early Amortization Period), and (ii) Principal
Collections deposited in the Collection Account for the related
Collection Period (or any partial Collection Period which occurs
as the first Collection Period during an Early Amortization
Period) and (b) the amount, if any, of Collections of Non-
Principal Receivables, Excess Servicing and Available Seller's
Collections to be distributed pursuant to Section 4.06(a)(iv),
4.08(b) (to the extent Section 4.08(b) relates to a shortfall in
distributions pursuant to Section 4.06(a)(iv)) or 4.10(a) on such
Distribution Date; provided that in the case of clause (a), if
for any Distribution Date the sum of the Floating Allocation
Percentage (if the Revolving Period is in effect), the Principal
Allocation Percentage (if the Early Amortization Period or the
Accumulation Period is in effect), the floating allocation per-
centage for all other outstanding Series of Investor Certificates
in their revolving period and the principal allocation percentage
for all other outstanding Series of Investor Certificates in
their early amortization or accumulation period exceeds 100%,
then Principal Collections shall be allocated among such Series
(including Series 1995-1) pro rata on the basis of such floating
allocation percentages and principal allocation percentages.
"LIBOR" shall mean, with respect to any Interest
Period, the offered rates for deposits in United States dollars
having a maturity of one month (the "Index Maturity") commencing
on the related Adjustment Date which appears on the Reuters
Screen LIBO Page as of approximately 11:00 A.M., London time, on
such date of calculation. If at least two such offered rates
appear on the Reuters Screen LIBO Page, LIBOR will be the
arithmetic mean (rounded upwards, if necessary, to the nearest
one-sixteenth of a percent) of such offered rates. If fewer than
two such quotations appear, LIBOR with respect to such Interest
Period will be determined at approximately 11:00 A.M., London
time, on such Adjustment Date on the basis of the rate at which
deposits in United States dollars having the Index Maturity are
offered to prime banks in the London interbank market by four
major banks in the London interbank market selected by the
Calculation Agent and in a principal amount equal to an amount of
not less than U.S. $1,000,000 and that is representative for a
single transaction in such market at such time. The Calculation
Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR will be the arithmetic mean
(rounded upwards as aforesaid) of such quotations. If fewer than
two quotations are provided, LIBOR with respect to such Interest
Period will be the arithmetic mean (rounded upwards as aforesaid)
of the rates quoted at approximately 11:00 A.M., New York City
time, on such Adjustment Date by three major banks in New York,
New York selected by the Calculation Agent for loans in United
States dollars to leading European banks having the Index
Maturity and in a principal amount equal to an amount of not less
than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time; provided, however, that
if the banks selected as aforesaid are not quoting as mentioned
in this sentence, LIBOR in effect for the applicable period will
be LIBOR in effect for the previous period.
"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.
"Net Trust Swap Payment" shall mean, for any Collection
Period, the monthly obligation, if any, of the Trust to the Swap
Counterparty pursuant to the Interest Rate Swap to the extent
that such monthly obligation exceeds the obligation of the Swap
Counterparty to the Trust pursuant to the Interest Rate Swap for
such Collection Period.
"Net Trust Swap Receipt" shall mean, for any Collection
Period, the amount of the monthly obligation, if any, of the Swap
Counterparty to the Trust pursuant to the Interest Rate Swap to
the extent that such monthly obligation exceeds the monthly
obligation of the Trust to the Swap Counterparty pursuant to the
Interest Rate Swap for such Collection Period and, following the
termination of the Interest Rate Swap in accordance with its
terms, the net amount of any such obligation that would have
benefitted the Trust in the absence of such a termination shall
be paid by applying Collections allocated to the Swap Available
Subordinated Amount.
"Outstanding Series Invested Amount": The aggregate
"Invested Amounts", as defined in the applicable Supplement, with
respect to any other outstanding Series of Investor Certificates
for which the revolving period for such other outstanding Series
of Investor Certificates is not scheduled to end before the last
day of the July 2000 Collection Period.
"Pool Factor" shall mean, with respect to any
Determination Date, a number carried out to eleven decimals
representing the ratio of the Invested Amount as of such
Determination Date (determined after taking into account any
increases or decreases in the Invested Amount which will occur on
the following Distribution Date) to the Initial Invested Amount.
"Principal Allocation Percentage" shall mean, with
respect to any Collection Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Invested Amount as of the last day of
the Revolving Period and the denominator of which is the Pool
Balance as of the last day of the immediately preceding
Collection Period; provided, however, that with respect to that
portion of any Collection Period that falls after the date on
which any Early Amortization Event occurs (other than an Early
Amortization Event which has resulted in an Early Amortization
Period which has ended as described in clause (c) thereof), the
Principal Allocation Percentage shall be reset using the Pool
Balance as of the close of business on the date on which such
Early Amortization Event shall have occurred and Principal
Collections shall be allocated for such portion of such
Collection Period using such reset Principal Allocation
Percentage.
"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 (i) the Invested Amount on such Distribution Date, (ii)
accrued and unpaid interest on the unpaid principal balance of
the Series 1995-1 Certificates (calculated on the basis of the
outstanding principal balance of the Series 1995-1 Certificates
at the Certificate Rate through the day preceding such
Distribution Date) and (iii) the amount of Additional Interest,
if any, for such Distribution Date and any Additional Interest
previously due but not distributed to the Series 1995-1
Certificateholders on a prior Distribution Date.
"Required Participation Percentage" shall mean, with
respect to Series 1995-1, 104%; provided, however, 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 each Rating Agency shall have notified
the seller or the Servicer that any such reduction will not
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 (i) the
Reserve Fund Required Amount for such Distribution Date exceeds
(ii) the amount of funds in the Reserve Fund after giving effect
to any withdrawals therefrom on such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect
to any Distribution Date, an amount equal to the product of (a)
0.35% and (b) the outstanding principal balance of the
Certificates on such Distribution Date (after giving effect to
any changes therein on such Distribution Date).
"Reuters Screen LIBO Page" shall mean the display
designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on that
Service for the purpose of displaying London interbank offered
rates of major banks).
"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, and (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 clause (c) of the definition thereof, the Revolving
Period will recommence as of the close of business on the day
such Early Amortization Period ends.
"Seller's Collections" shall mean, with respect to any
Collection Period, the sum of (a) the Seller's Percentage of
Non-Principal Collections for the related Collection Period, plus
(b) the Seller's Percentage of Principal Collections for the
related Collection Period.
"Seller's Percentage" for any Collection Period shall
mean (i) with respect to Non-Principal Receivables and Defaulted
Receivables, 100% minus the aggregate of the floating allocation
percentages for each outstanding Series and (ii) with respect to
Principal Receivables, 100% minus the sum of (a) the aggregate of
the floating allocation percentages for all Series in their
revolving periods and (b) the aggregate of the principal
allocation percentages for all Series that are not in their
revolving periods, but in any case shall not be less than 0%.
"Semi-Annual Payment Date" shall mean the 15th day of
February and August (or, if any such day is not a business day,
the next succeeding business day) commencing February 15, 1996.
"Series Cut-Off Date" shall mean June 30, 1995.
"Series 1995-1" shall mean the Series of Investor
Certificates, the terms of which are specified in this Series
Supplement.
"Series 1995-1 Accounts" shall have the meaning
specified in Section 4.04(e)(i).
"Series 1995-1 Allocation Percentage" for a Collection
Period shall mean the percentage derived from the fraction the
numerator of which is the Invested Amount on the last Business
Day preceding such Collection Period and the denominator of which
is the Trust Invested Amount on the last Business Day preceding
such Collection Period.
"Series 1995-1 Certificateholders" shall mean the
Holders of Series 1995-1 Certificates.
"Series 1995-1 Certificateholders' Interest" shall mean
that portion of the Certificateholders' Interest evidenced by the
Series 1995-1 Certificates.
"Series 1995-1 Certificates" shall mean any one of the
certificates executed by the Seller and authenticated by the
Trustee, substantially in the form of Exhibit A.
"Series 1995-1 Excess Principal Collections" shall mean
that portion of Excess Principal Collections allocated to Series
1995-1 pursuant to Section 4.11.
"Series 1995-1 Principal Shortfall" shall have the
meaning specified in Section 4.11.
"Servicing Fee Rate" shall mean, with respect to Series
1995-1, 1.0% 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
(c) thereof).
"Subordinated Percentage" shall mean the percentage
equivalent of a fraction, the numerator of which is 10% and the
denominator of which is the excess of 100% over 10%.
"Swap Available Subordinated Amount" shall mean (a)
with respect to the first Determination Date, the Initial Swap
Subordinated Amount, and (b) with respect to each subsequent
Determination Date, the Swap Available Subordinated Amount for
the immediately preceding Determination Date minus the aggregate
amount, if any, of prior payments of Required Subordination Draw
Amounts made from Available Seller's Collections applied to
reduce the Swap Available Subordinated Amount in accordance with
Section 4.08(b).
"Swap Counterparty" shall mean Ford Motor Credit
Company.
"Termination Date" shall mean the August 2002
Distribution Date.
"Termination Proceeds" shall mean any Termination
proceeds arising out of a sale of Receivables (or interests
herein) pursuant to Section 12.02(c) of the Agreement with
respect to Series 1995-1.
"Trust Available Subordinated Amount" shall mean the
sum of the Aggregate Available Subordinated Amount for Series
1995-1 and the aggregate available subordinated amounts for all
other outstanding Series.
(a) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the term "Rating Agency"
shall mean, whenever used in this Series Supplement or the
Agreement with respect to Series 1995-1, Standard & Poor's and
Moody's. As used in this Series Supplement and in the Agreement
with respect to Series 1995-1, "highest investment category"
shall mean (i) in the case of Standard & Poor's, AAA and A-1+, as
applicable, and (ii) in the case of Moody's, Aaa and P-1, as
applicable.
(b) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the terms "Enhancement
Provider" and "Beneficiary" shall exclude the Swap Counterparty
for purposes of such party's (i) receipt of any notices, Opinions
of Counsel, Officer's Certificates, statements or the like and
(ii) required consent to the appointment of any Successor
Servicer.
(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
1995-1 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 and (b) the Series
1995-1, Allocation Percentage of the Pool Balance as of the last
day of the second Collection Period preceding such Distribution
Date (or with respect to the first Distribution Date, as of the
Series Cut-Off Date). The share of the Servicing Fee allocable
to the Series 1995-1 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;
provided, however, that with respect to the first Distribution
Date, the Certificateholders Monthly Servicing Fee shall be equal
to $833,333.33. The remainder of the Monthly Servicing Fee shall
be paid by the Seller and in no event shall the Trust, the
Trustee or the Series 1995-1 Certificateholders be liable for the
share of the Monthly Servicing Fee to be paid by the Seller; and
the remainder of the Servicing Fee shall be paid by the Seller
and the Investor Certificateholders of other Series and the
Series 1995-1 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 Certificate-
holders 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 1995-1 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations. Payments to Seller. (a)
Collections of Non-Principal Receivables and Principal
Receivables, Miscellaneous Payments and Defaulted Amounts, as
they relate to Series 1995-1, shall be allocated and distributed
as set forth in this Article.
(b) 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
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
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 or the revolving period for any other
Series of Investor Certificates, 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,
withdrawal, and deposits to be made on the Distribution
Date immediately following such Deposit Date);
provided, however, that Available Seller's Principal
Collections shall be paid to the Seller with respect to
any Collection Period only after an amount equal to the
sum of (A) the Deficiency Amount, if any, relating to
the immediately preceding Collection Period and (B) the
excess, if any, of the Reserve Fund Required Amount
over the amount in the Reserve Fund on the immediately
preceding Distribution Date (after giving effect to the
allocations of, distributions from, and deposits in,
the Reserve Fund on such Distribution Date), has been
deposited in the Collection Account from such Available
Seller's Principal Collections.
The withdrawals to be made from the Collection Account
pursuant to this Section 4.01(b) do not apply to deposits into
the Collection Account that do not represent Collections,
including Miscellaneous Payments, payment of the purchase price
for the Certificateholders' Interest pursuant to Section 2.03 of
the Agreement, payment of the purchase price for the Series
1995-1 Certificateholders' Interest pursuant to Section 7.01 of
this Series Supplement and proceeds from the sale, disposition or
liquidation of Receivables pursuant to Section 9.02 or 12.02 of
the Agreement.
By way of clarification of Section 2.08(c) of the
Agreement, any Principal Receivables arising in a Removed Account
after the Removal Date shall be the subject of the Reassignment
referred to in such Section 2.08(c) and shall therefore not be
included in the Trust, and Collections in respect of the
Receivables in such Ineligible Account shall be allocated as
follows: (i) Principal Collections shall be allocated first to
the oldest outstanding principal balance of such Receivables and
(ii) Defaulted Receivables and Non-Principal Collections in
respect of such Ineligible Account shall be allocated to the
Trust on the basis of the ratio of the Principal Receivables
owned by the Trust in such Ineligible Account on the related
Business Day to the total amount of Principal Receivables in such
ineligible Account on such Business Day, and the remainder of
such collections of principal, Defaulted Receivables and Non-
Principal Collections shall be allocated to the Seller;
(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).
SECTION 4.02. Monthly Interest. The amount of monthly
interest ("Monthly Interest") with respect to the Series 1995-1
Certificates on any Distribution Date shall be an amount equal to
one-twelfth of the product of (i) the Certificate Rate and (ii)
the outstanding principal balance of the Series 1995-1
Certificates as of the close of business on the preceding
Distribution Date (after giving effect to all repayments of
principal made to Certificateholders on such preceding
Distribution Date, if any); provided, however, with respect to
the first Distribution Date, Monthly Interest shall be equal to
$5,416,666.67. 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 applicable to such Distribution Date over (y)
the amount which will be available to be deposited in the
Interest Funding Account on such Distribution Date in respect
thereof pursuant to this Series Supplement. If, on any Semi-
Annual Payment Date or any Special Payment Date, an amount
covering any Interest Shortfall for any prior Distribution Date
shall not have been deposited into the Interest Funding Account
pursuant to Section 4.06(a)(i), then an additional amount
("Additional Interest") equal to one-twelfth of the product of
(i) the Certificate Rate plus two percentage points and (ii) such
Interest Shortfall (or the portion thereof which has not been
paid or deposited in the Interest Funding Account) shall be
payable as provided herein with respect to the Series 1995-1
Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which
such Interest Shortfall is paid or deposited in the Interest
Funding Account. Notwithstanding anything to the contrary
herein, Additional Interest shall be payable to the Interest
Funding Account or distributed to Series 1995-1
Certificateholders only to the extent permitted by applicable
law.
SECTION 4.03. Determination of Monthly Principal. The
amount of monthly principal ("Monthly Principal") distributable
with respect to the Series 1995-1 Certificates on each
Distribution Date with respect to an Early Amortization Period
and the Accumulation Period shall be equal to the Available
Investor Principal Collections with respect to such Distribution
Date; provided, however, that for each Distribution Date with
respect to the Accumulation Period, Monthly Principal shall not
exceed the Controlled Distribution Amount for such Distribution
Date; and provided further that Monthly Principal shall not
exceed the outstanding principal balance of the Series 1995-1
Certificates.
SECTION 4.04. Establishment of Reserve Fund and
Funding Accounts. (a)(i) The Servicer, for the benefit of the
Series 1995-1 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 Ford Credit Auto
Loan Master Trust, Series 1995-1" and shall bear a designation
clearly indicating that the funds deposited therein are held for
the benefit of the Series 1995-1 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit
in the Reserve Fund shall at the direction of the Servicer 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 Invest-
ments shall be held by the Trustee for the benefit of the Series
1995-1 Certificateholders. On each Distribution Date, all
interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Reserve Fund
received prior to such Distribution Date shall be applied as set
forth in Section 4.06(a) of this Series Supplement. Funds
deposited in the Reserve Fund on a Business Day (which
immediately precedes a Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested
overnight.
(b)(i) The Servicer, for the benefit of the Series
1995-1 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 Ford Credit
Auto Loan Master Trust, Series 1995-1" and shall bear a
designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 1995-1 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 1995-1 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)
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 or,
if an Early Amortization Event shall have occurred, the next
following Special Payment Date. Funds deposited in the Interest
Funding Account on a Business Day (which immediately precedes a
Semi-Annual Payment Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(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 Ford Credit Auto Loan Master
Trust Series 1995-1" and shall bear a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Series 1995-1 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;
provided that (unless otherwise agreed to by the Rating Agencies)
such investments bear interest at a rate based on LIBOR, payable
on a monthly basis with the interest rate thereon reset monthly.
All such Eligible Investments shall be held by the Trustee for
the benefit of the Series 1995-1 Certificateholders. On each
Distribution Date all interest and other investment earnings (net
of losses and investment expenses) on funds on deposit therein
shall be applied as set forth in Section 4.06(a) of this Series
Supplement. Funds on deposit in the Principal Funding Account
shall be invested at the direction of the Servicer in Eligible
Investments that will mature so that such funds will be available
on or before the close of business on the Business Day next
preceding the following Distribution Date or, if an Early
Amortization Event shall have occurred, the next Special Payment
Date. Funds deposited in the Principal Funding Account on a
Business Day (which immediately precedes the Expected Payment
Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.
(d)(i) The Servicer, for the benefit of the Series
1995-1 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 Ford Credit Auto Loan Master
Trust, Series 1995-1" and shall bear a designation clearly
indicating that the funds deposited therein are held for the
benefit of the Series 1995-1 Certificateholders.
(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;
provided that (unless otherwise agreed to by the Rating Agencies)
such investments bear interest at a rate based on LIBOR, payable
on a monthly basis with the interest rate thereon reset monthly.
All such Eligible Investments shall be held by the Trustee for
the benefit of the Series 1995-1 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 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;
provided that if, pursuant to Section 4.13, deposits to and
withdrawals from the Excess Funding Account are being made on a
weekly or daily basis, then such Eligible Investments shall
mature on each Business Day on a weekly or daily basis, as the
case may be; provided further that such Eligible Investments
shall still mature so that 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 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
Interest Funding Account, the Principal Funding Account and the
Excess Funding Account (collectively, the "Series 1995-1
Accounts") and in all proceeds thereof. The Series 1995-1
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 1995-1 Accounts ceases to be an Eligible
Deposit Account, the Trustee (or the Servicer on its behalf)
shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Series 1995-1 Account meeting the
conditions specified in paragraph (a)(i), (b)(i), (c)(i) or
(d)(i) above, as applicable, as an Eligible Deposit Account and
shall transfer any cash and/or any investments to such new Series
1995-1 Account. Neither the Seller, the Servicer nor any person
or entity claiming by, through or under the Seller, the Servicer
or any such person or entity shall have any right, title or
interest in, or any right to withdraw any amount from, any Series
1995-1 Account, except as expressly provided herein. Schedule 1,
which is hereby incorporated into and made part of this Series
Supplement, identifies each Series 1995-1 Account by setting
forth the account number of each such account, the account
designation of each such account and the name of the institution
with which such account has been established. If a substitute
Series 1995-1 Account is established pursuant to this Section,
the Servicer shall provide to the Trustee an amended Schedule 1,
setting forth the relevant information for such substitute Series
1995-1 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 take withdrawals and payments from
the Series 1995-1 Accounts for the purposes of carrying out the
Servicer's or Trustee's duties hereunder.
(f) Unless otherwise agreed to by the Rating Agencies,
at no time may greater than 10% of the outstanding principal
balance of the 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, 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 in the Interest Funding Account on a prior
Distribution Date,
(iii) Additional Interest, if any, for such Distribution
Date and any Additional Interest previously due but not
deposited into the Interest Funding Account on a prior
Distribution Date,
(iv) the Certificateholders Monthly Servicing Fee for
such Distribution Date,
(v) the Investor Default Amount, if any, for such
Distribution Date,
(vi) the Series 1995-1 Allocation Percentage of the
amount of any Adjustment Payment required to be deposited in
the Collection Account pursuant to Section 3.09(a) of the
Agreement with respect to the related Collection Period that
has not been so deposited as of such Determination Date, and
(vii) the Net Trust Swap Payment, if any, with respect
to such Distribution Date,
exceeds
(b) the sum of
(i) Investor Non-Principal Collections for such
Distribution Date plus any Investment Proceeds plus the
Net Trust Swap Receipt, if any, with respect to such
Distribution Date and
(iii) the amount of funds in the Reserve Fund which
are available pursuant to Section 4.08(a) to cover any
portion of the amount, if any, by which the amount of
clause (a) exceeds the amount of clause (b)(i).
The "Required Subordination Draw Amount" shall be the
lesser of (x) the Deficiency Amount and (y) either the Available
Subordinated Amount or, in the event of 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 (c) of the definition thereof), the Aggregate Available
Subordinated Amount on the related Determination Date. Following
an Early Amortization Event, any Required Subordination Draw
Amount shall reduce the Swap Available Subordinated Amount in its
entirety before any reduction to the Available Subordinated
Amount.
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds, Net Trust Swap Receipts and
Available Investor Principal Collections. The Servicer shall
cause the Trustee to make the following distributions on each
Distribution Date:
(a) On each Distribution Date, an amount equal to the
sum of Investor Non-Principal Collections, any Investment
Proceeds and payments in respect of Net Trust Swap Receipts, if
any, with respect to such Distribution Date will be distributed
in the following priority:
(i) first, an amount equal to Monthly Interest for
such Distribution Date (net of any Net Trust Swap Receipts
not required to be paid on such date), plus any payments in
respect of Net Trust Swap Receipts, if any, plus the amount
of any Monthly Interest previously due but not deposited in
the Interest Funding Account or distributed to the Series
1995-1 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
the Series 1995-1 Certificateholders on a prior Distribution
Date, shall be deposited to the Interest Funding Account;
then, the Net Trust Swap Payment, if any, shall be paid to
the Swap Counterparty;
(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; and
(v) fifth, 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 the
Revolving Period, an amount equal to Available Investor Principal
Collections deposited in the Collection Account for the related
Collection Period shall be applied in the following priority:
(i) first, if (A) the Pool Balance at the end of the
preceding Collection Period is less than the Pool Balance at
the end of the second preceding Collection Period and (B)
the Pool Balance at the end of the preceding Collection
Period is less than the Required Participation Amount for
such Distribution Date (calculated before giving effect to
any deposits to the Excess Funding Account and any excess
funding account for any other Series in their revolving
periods to be made on such Distribution Date), then the
Servicer shall cause to be deposited into the Excess Funding
Account an amount which will reduce the Invested Amount such
that, together with the deposits to the excess funding
accounts (and the resulting reductions in the invested
amounts) for other outstanding Series in their revolving
periods for such Distribution Date, the Pool Balance is
equal to the Required Participation Amount, and
(ii) second, an amount equal to the balance (such
balance being part of "Excess Principal Collections"), if
any, of such Available Investor Principal Collections shall
be applied in accordance with Section 4.04 of the Agreement.
For purposes of determining the amount to be applied pursuant to
subparagraph (i) above, allocations of the amounts to be
deposited in the Excess Funding Account and the excess funding
account for other outstanding Series shall be made pro rata on
the basis of the invested amounts (including the Invested Amount)
for such Series.
If the Servicer has elected in respect of a Collection
Period to make withdrawals from the Excess Funding Account on a
daily or weekly basis pursuant to Section 4.13(b), then deposits
into the Excess Funding Account required by this Section 4.06(b)
shall be made on each Business Day in such Collection Period (if
daily withdrawals and deposits have been elected) or on each
Wednesday (or the next succeeding Business Day if such Wednesday
is not a Business Day) in such Collection Period (if weekly
withdrawals and deposits have been elected). In the case of such
election, the Pool Balance referred to in clause (B) above shall
be the Pool Balance on the preceding Business Day, in the case of
an election to make daily deposits and withdrawals, and on the
Monday next preceding the related Wednesday, in the case of an
election to make weekly deposits and withdrawals.
(c) On each Distribution Date with respect to the
Accumulation Period or an Early Amortization Period, an amount
equal to Available Investor Principal Collections will be
distributed in the following priority:
(i) first, an amount equal to Monthly Principal for
such Distribution Date shall be deposited by the Servicer or
the Trustee into the Principal Funding Account; and
(ii) second, for each Distribution Date with respect to
the Accumulation Period unless an Early Amortization Event
has occurred, after giving effect to the deposit referred to
in clause (i) above, an amount equal to the balance (such
balance being part of "Excess Principal Collections"), if
any, of such Available Investor Principal Collections shall
be applied in accordance with Section 4.04 of the Agreement
and Section 4.11 hereof.
SECTION 4.07. Distributions to Series 1995-1
Certificateholders. (a) The Servicer shall cause the Trustee to
make the following distributions at the following times from the
Interest Funding Account, the Principal Funding Account and the
Excess Funding Account:
(i) on each Semi-Annual Payment Date and on each
Special Payment Date, all amounts on deposit in the Interest
Funding Account (other than Investment Proceeds) shall be
distributed to the Series 1995-1 Certificateholders to pay
accrued interest on the Series 1995-1 Certificates plus any
accrued Additional Interest that has not been previously
distributed to the Series 1995-1 Certificateholders;
(ii) on each Special Payment Date and on the Expected
Final Payment Date, all amounts on deposit in the Principal
Funding Account, the Excess Funding Account and (after
giving effect to the application pursuant to Section
4.07(a)(i)) the Interest Funding Account, up to a maximum
amount on any such day equal to the excess of the out-
standing principal balance of the Series 1995-1 Certificates
over the unreimbursed Investor Charge-Offs, shall be
distributed to the Series 1995-1 Certificateholders; and
(iii) on each Distribution Date following an Asset
Composition Event, the Asset Composition Amount will be
distributed to Series 1995-1 Certificateholders as set forth
in Section 4.12(b) of this Series Supplement.
(b) [Reserved].
(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 8.01 and 8.02 of
this Series Supplement.
SECTION 4.08. Application of Reserve Fund and
Available Subordinated Amount. (a) If the portion of Investor
Non-Principal Collections, Investment Proceeds and Net Trust Swap
Receipts, if any, allocated to Series 1995-1 Certificateholders
on any Distribution Date pursuant to Section 4.06(a) is not
sufficient to make the entire distributions required on such
Distribution Date by Section 4.06(a)(i), (ii) and (iv), the
Servicer shall cause the Trustee to withdraw funds from the
Reserve Fund to the extent available therein, and apply such
funds to complete the distributions pursuant to Section
4.06(a)(i), (ii) and (iv); provided, however, that during any
Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause (c) 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, subject to the
following paragraph, 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 up the shortfall
in 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 Section 4.08(a). 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 1995-1 as described in Section
4.05(a)(vi). The amount of the Available Sellers Collections
applied in accordance with the two preceding sentences shall
reduce (i) if an Early Amortization Event shall have occurred,
first the Swap Available Subordinated Amount to the extent
thereof and then the Available Subordinated Amount, or (ii) if an
Early Amortization Event shall not have occurred, the Available
Subordinated Amount as described in clause (i)(x)(A) of the
definition thereof. If the Required Subordination Draw Amount
exceeds Available Seller's Collections for such Distribution
Date, (i) the Swap Available Subordinated Amount to the extent
thereof and then the Available Subordinated Amount or (ii) the
Available Subordinated Amount, as the case may be, 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 1995-1
as described in Section 4.05(a)(vi).
If for such Distribution Date the sum of the Required
Subordination Draw Amount and the aggregate of the required
subordination draw amounts for all other Series outstanding
exceeds the Available Seller's Collections on deposit in the
Collection Account on such Distribution Date, then such Available
Seller's Collections shall be allocated to such Series (including
Series 1995-1) pro rata on the basis of such required subordina-
tion draw amounts (including the Required Subordination Draw
Amount).
(c) 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) and (d),
(i) if the amount in the Reserve Fund is greater than the Reserve
Fund Required Amount (or, for any Distribution Date with respect
to an Early Amortization Period, the Excess Reserve Fund Required
Amount) for such Distribution Date, then the Servicer shall cause
the Trustee to distribute such excess amount to the Seller and
(ii) if the amount in the Reserve Fund is less than such Reserve
Fund Required Amount, then the Trustee shall, subject to the
following paragraph, deposit any remaining Available Seller's
Collections on deposit in the Collection Account for such
Distribution Date after giving effect to paragraph (b) of Section
4.08 into the Reserve Fund until the amount in the Reserve Fund
is equal to such Reserve Fund Required Amount. On the Termina-
tion 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 1995-1
Certificates, any funds remaining on deposit in the Reserve Fund
shall be paid to the Seller.
If for such Distribution Date the sum of the amount
required to be deposited into the Reserve Fund and the aggregate
of the amounts required to be deposited into the reserve funds
for all other Series outstanding exceeds the Available Seller's
collections that remain available to make such deposits on such
Distribution Date, then such remaining Available Seller's
Collections shall be allocated to such Series (including Series
1995-1) pro rata on the basis of the amounts required to be
deposited in each such reserve fund (including the Reserve Fund).
(d) If, for any Distribution Date with respect to an
Early Amortization Period, after giving effect to the allocations
of, distributions from, and deposits in, the Reserve Fund and the
reserve funds for other Series 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 Distribu-
tion Date, the Trustee shall, subject to the following paragraph,
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.
If for any Distribution Date the sum of the amount
required to be deposited into the Reserve Fund to fund the Excess
Reserve Fund Required Amount and the aggregate of the amounts
required to be deposited into the reserve funds for all other
Series outstanding to fund the excess reserve fund required
amounts for such Series exceeds the remaining Available Seller's
Collections available to make such deposits for such Distribution
Date, then such remaining Available Seller's Collections shall be
allocated to such Series (including Series 1995-1) pro rata on
the basis of such amounts required to be deposited in each such
reserve fund (including the Reserve Fund) to fund the excess
reserve fund required amount.
<PAGE>
(e) The balance of Available Seller's Collections on
any Distribution Date, after giving effect to any distributions
thereof pursuant to Sections 4.08(b), (c) and (d) and the
distributions in respect of other Series referred to in Sections
4.08(b), (c) and (d), shall be distributed to the Seller on such
Distribution Date; provided that 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 such balance of Available
Seller's Collections shall be deposited into the Reserve Fund to
the extent of such excess. Any remaining Available Seller's
Principal Collections shall be 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 Distribu-
tion 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, 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) the balance, if any, shall be distributed to the
Seller.
SECTION 4.11. Excess Principal Collections.
"Series 1995-1 Excess Principal Collections", with
respect to any Distribution Date, shall mean Excess Principal
Collections for such Distribution Date in an amount equal to the
lesser of (a) the Series 1995-1 Principal Shortfall, if any, for
such Distribution Date and (b) an amount equal to 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 1995-1 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. The Series
1995-1 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 Distribu-
tion Amount or (y) for any Distribution Date with respect to an
Early Amortization Period, the Invested Amount, over (ii)
Available Investor Principal Collections for such Distribution
Date (excluding any portion thereof attributable to Excess
Principal Collections).
SECTION 4.12. Asset Composition Event. (a) "Asset
Composition Event" shall mean and will occur if during the
revolving period for any Series (a) the sum of all Eligible
Investments and amounts on deposit in all Series Accounts
represents more than 25% of the Trust Assets on each of twelve or
more consecutive Determination Dates; or (b) on each of any two
consecutive Determination Dates the sum of all Eligible
Investments and amounts on deposit in all Series Accounts
represents more than 45% of the total assets of the Trust in each
case, after giving effect to all payments made or to be made on
the Distribution Date next succeeding each such respective
Determination Date.
No Asset Composition Event will arise, and any pre-existing Asset
Composition Event will be of no further effect, following the
beginning of the Accumulation Period or the Early Amortization
Period.
(b) Upon the occurrence of an Asset Composition Event,
the Servicer shall calculate the minimum additional amount that
would be necessary to be paid out of the Series 1995-1 Accounts
on the next Distribution Date to achieve compliance with the
percentages set forth in Sections 4.12 (a)(i) and (ii), after
giving effect to such additional payment and to all other
payments that would otherwise have been made on such Distribution
Date pursuant to Section 4.06 and Section 4.07, and interest on
and principal of the Series 1995-1 Certificates will become
payable on such Distribution Date, and the Servicer shall cause
the Trustee to make such payment in the amount required (the
"Asset Correction Amount") to achieve compliance with the
percentages set forth in Sections 4.12(a)(i) and (ii) by applying
amounts on deposit in the Interest Funding Account and the Excess
Funding Account in the following order of priority:
(i) first, amounts shall be withdrawn from the
Interest Funding Account to pay all or a portion of accrued
but unpaid interest on the Certificates; and
(ii) second, amounts shall be withdrawn from the
Excess Funding Account to repay a portion of the outstanding
principal balance of the Certificates.
SECTION 4.13. Excess Funding Account. (a) Any funds
on deposit in the Excess Funding Account at the beginning of the
Accumulation Period or upon the occurrence of an Early
Amortization Event will be deposited in the Principal Funding
Account. In addition, no funds will be deposited in the Excess
Funding Account during the Accumulation Period or any Early
Amortization Period.
(b) If (i) on any Determination Date during the
Revolving Period there are any funds in the Excess Funding
Account and (ii) the Pool Balance at the end of the preceding
Collection Period is greater than the Pool Balance at the end of
the second preceding Collection Period, then, subject to the
other provisions of this Section 4.13(b) and to Sections 4.13(c)
and (d), the Invested Amount and the invested amounts (but, in
each case, not in excess of the initial principal amount of such
Series) for all other outstanding Series that provide for an
excess funding account or similar arrangement and are in their
revolving periods shall be increased such that, after giving
effect to such increases, the Required Participation Amount is at
least equal to the Pool Balance. On such Determination Date the
Servicer shall notify the Trustee of the amount, if any, of such
increase in the Invested Amount and the Trustee shall withdraw
from the Excess Funding Account and pay to the Seller or allocate
to one or more other Series, on the immediately succeeding
Distribution Date, an amount equal to the amount of such increase
in the Invested Amount. Such payment shall be in payment or
partial payment pursuant to the Receivables Purchase Agreement
for additional Principal Receivables transferred to the Trust or
allocated to Series 1995-1. 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 the Pool Balance equals or exceeds
the sum of (A) the Required Participation Amount (exclusive of
the amount in clause (b) of the definition thereof), (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 the Swap Available Subordinated Amount and any other
subordinated amounts supporting any other 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.
The Seller may elect to make such withdrawals from the
Excess Funding Account and the excess funding accounts or similar
arrangements for other Series on a daily or weekly basis during a
Collection Period by giving the Trustee notice of such election
at least two Business Days and no more than five Business Days
prior to the commencement of such daily or weekly withdrawals.
If such election is made, then deposits into the Excess Funding
Account and excess funding accounts or similar arrangements for
other Series shall be made on a similar basis for the related
Collection Period. If such election is for withdrawals on a
daily basis, then such withdrawals shall be made on each Business
Day and the Pool Balance to be referenced shall be the Pool
Balance on the next preceding Business Day. If such election is
for withdrawals on a weekly basis, then such withdrawals shall be
made on each Wednesday (or if such Wednesday is not a Business
Day, then on the Business Day next succeeding such Wednesday) and
the Pool Balance to be referenced shall be the Pool Balance on
the preceding Monday.
(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 (including the
Excess Funding Account) 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 Invested Amount bears to the invested amounts (including
the Invested Amount) of all Series providing for excess funding
accounts or such similar arrangements.
(d) In the event that any other Series is in an
amortization period, early amortization period 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 period, early
amortization period 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.
ARTICLE V
Distributions and Reports to
Series 1995-1 Certificateholders
SECTION 5.01. Distributions. (a) On each
Distribution Date, the Trustee shall distribute to each Series
1995-1 Certificateholder of record on the preceding Record Date
(other than as provided in Section 12.02 of the Agreement
respecting a final distribution) such Certificateholder's pro
rata share (based on the aggregate fractional undivided interests
represented by the Series 1995-1 Certificates held by such
Certificateholder) of the amounts on deposit in the Series 1995-1
Accounts as is payable to the Series 1995-1 Certificateholders on
such Distribution Date pursuant to Section 4.07.
(b) Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to
Series 1995-1 Certificateholders hereunder shall be made by check
mailed to each Series 1995-1 Certificateholder at such
Certificateholder's address appearing in the Certificate Register
without presentation or surrender of any Series 1995-1
Certificate or the making of any notation thereon; provided,
however, that with respect to Series 1995-1 Certificates
registered in the name of a Depository, such distributions shall
be made to such Depository in immediately available funds.
SECTION 5.02. Reports and Statements to Series 1995-1
Certificateholders. (a) At least two Business Days prior to each
Distribution Date, the Servicer will provide to the Trustee
statements substantially in the forms of Exhibits B-1 and B-2,
and on each Distribution Date the Trustee shall forward to each
Series 1995-1 Certificateholder the statement substantially in
the form of Exhibit B-2 prepared by the Servicer setting forth
certain information relating to the Trust and the Series 1995-1
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 1993, the Trustee shall furnish or
cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 1995-1 Certificateholder, a
statement prepared by the Servicer containing the information
which is required to be contained in the statement to Series
1995-1 Certificateholders as set forth in paragraph (a) above,
aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1995-1
Certificateholder, together with other information as is required
to be provided by an issuer of indebtedness under the Internal
Revenue Code and such other customary information as is necessary
to enable the Series 1995-1 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 1995-1 Certificateholders, be deemed
to be an Early Amortization Event solely with respect to Series
1995-1:
(a) on any Determination Date, the average of the
Monthly Payment Rates for the three preceding Collection
Periods is less than 20%;
(b) on any Determination Date, the Available
Subordinated Amount for the next Distribution Date will be
less than the Required Subordinated Amount on such
Determination Date, after giving effect to the distributions
to be made on the next Distribution Date;
(c) any Servicer Default with respect to Series 1995-1
occurs;
(d) on any Determination Date, as of the last day of
the preceding Collection Period, the aggregate amount of
Principal Receivables relating to Used Vehicles exceeds 10%
of the Pool Balance on such last day;
(e) the Interest Rate Swap is terminated in accordance
with its terms; or
(f) the outstanding principal amount of the
Certificates is not repaid by the Expected Payment Date.
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase. (a) On any
Distribution Date occurring after the date on which the Invested
Amount is reduced to 10% of the principal amount of the
Certificates on the Closing Date or less, the Seller shall have
the option, subject to the condition set forth in paragraph (c),
to purchase the entire, but not less than the entire, Series
1995-1 Certificateholders' Interest, at a purchase price equal to
the Reassignment Amount for such Distribution Date.
(b) The Seller shall give the Servicer and the Trustee
at least 10 days' prior written notice of the Distribution Date
on which the Seller intends to exercise such purchase option.
Not later than 12:00 noon, New York City time, on such
Distribution Date the Seller shall deposit the Reassignment
Amount into the Collection Account in immediately available
funds. Such purchase option is subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be
distributed as set forth in Section 8.01(b).
(c) If at the time the Seller exercises its purchase
option hereunder the Seller's long-term unsecured debt has a
rating lower than the lowest investment grade rating of the
Rating Agency, the Seller shall deliver to the Trustee on such
Distribution Date an Opinion of Counsel (which must be an
independent outside counsel) to the effect that, in reliance on
certain certificates to the effect that the Series 1995-1
Certificateholders' Interest purchased by the Seller constitutes
fair value for the consideration paid therefor and as to the
solvency of the Seller, the purchase of the Series 1995-1
Certificateholders' Interest would not be considered a fraudulent
conveyance under applicable law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest
Pursuant to Section 2.03 of the Agreement; Distributions Pursuant
to Section 7.01 of the Series Supplement or Section 2.03 or
12.02(c) of the Agreement. (a) The amount to be paid by the
Seller to the Collection Account with respect to Series 1995-1 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 7.01 or 8.01 of
this Series Supplement or Section 2.03 of the Agreement or any
Termination Proceeds deposited into the Collection Account
pursuant to Section 12.02(c) of the Agreement, the Trustee shall,
not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (or, if
such date is not a Distribution Date, on the immediately
following Distribution Date) (in the priority set forth below):
(i) first, (x) deposit the Invested Amount on such date into the
Principal Funding Account and (y) deposit the amount of accrued
and unpaid interest on the unpaid balance of the Certificates,
plus the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest or Asset
Composition Premium previously due but not deposited into the
Interest Funding Account or paid to Series 1995-1
Certificateholders on any prior Distribution Date, into the
Interest Funding Account, up to the Reassignment Amount for
Series 1995-1 and (ii) second, pay the remainder of any
Termination Proceeds to the Seller.
(c) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the entire amount deposited
in the Principal Funding Account and the Interest Funding Account
pursuant to Section 7.01 or 8.01 and all other amounts on deposit
therein shall be distributed in full to the Series 1995-1
Certificateholders on such date and any distribution made
pursuant to paragraph (b) above shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement with
respect to Series 1995-1.
SECTION 8.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the Receivables Pursuant to Section
9.02 of the Agreement. (a) Not later than 12:00 noon, New York
City time, on the Distribution Date following the date on which
the Insolvency Proceeds are deposited into the Collection Account
pursuant to Section 9.02(b) of the Agreement, the Trustee shall
first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds
allocated to the Series 1995-1 Allocation Percentage of 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 the Series 1995-1 Allocation Percentage of 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 the Series
1995-1 Allocation Percentage of Principal Collections shall be
allocated to the Seller's Interest and shall be released to the
Seller on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on
such Distribution Date, the Trustee shall first (in each case,
after giving effect to any deposits and distributions otherwise
to be made on such Distribution Date) deduct an amount equal to
the sum of (i) Monthly Interest for such Distribution Date, (ii)
any Monthly Interest previously due but not deposited into the
Interest Funding Account on any prior Distribution Date, (iii)
the amount of Additional Interest, if any, for such Distribution
Date and any Additional Interest previously due but not deposited
into the Interest Funding Account on a prior Distribution Date,
from the portion of the Insolvency Proceeds allocated to the
Series 1995-1 Allocation Percentage of Non-Principal Collections
and deposit such amount in the Interest Funding Account, provided
that the amount of such distribution shall not exceed (x) the
product of (A) the portion of the Insolvency Proceeds allocated
to the Series 1995-1 Allocation Percentage of Non-Principal
Collections and (B) 100% minus the Excess Seller's Percentage.
The remainder of the portion of the Insolvency Proceeds allocated
to Non-Principal Collections shall be allocated to the Seller's
Interest and shall be released to the Seller on such Distribution
Date.
(c) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the entire amount deposited
in the Principal Funding Account and the Interest Funding Account
pursuant to this Section and all other amounts on deposit therein
shall be distributed in full to the Series 1995-1
Certificateholders on the Distribution Date on which funds are
deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution
Date) and any distribution made pursuant to this Section shall be
deemed to be a final distribution pursuant to Section 12.02 of
the Agreement with respect to Series 1995-1.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Execution and Delivery of the Interest
Rate Swap. On the Closing Date the Trustee shall execute and
deliver the Interest Rate Swap. On the Closing Date the Seller
shall contribute the amount of the Initial Exchange Amount (as
defined in the Interest Rate Swap) to the Trust by paying such
amount to the Swap Counterparty on behalf of the Trust.
SECTION 9.02. Registration of the Series 1995-1
Certificates under the Securities Exchange Act of 1934. The
Seller shall cause the Series 1995-1 Certificates to be
registered under the Securities Exchange Act of 1934, as amended,
on or before October 30, 1993 and thereafter maintain such
registration until the Series 1995-1 Certificates are no longer
outstanding.
SECTION 9.03. 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 9.04. 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 9.05. Governing Law. This Series Supplement
shall be construed in accordance with the laws of the State of
New York, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
<PAGE>
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.
FORD CREDIT AUTO RECEIVABLES
CORPORATION,
Seller
By:
-------------------------
Name:
Title:
FORD MOTOR CREDIT COMPANY,
Servicer
By:
------------------------
Name:
Title:
CHEMICAL BANK,
Trustee
By:
------------------------
Name:
Title:
<PAGE>
EXHIBIT A
FORM OF FACE OF CERTIFICATE
Initial
REGISTERED Principal Balance: */
$
Certificate No. R-[ ] CUSIP NO. 34527LAE6
[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.]
FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1995-1
6.50% AUTO LOAN
ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
FORD CREDIT 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 Ford Motor
Credit Company ("Ford Credit") meeting certain eligibility
criteria. This certificate (a "Certificate") does not represent
any interest in, or obligation of, Ford Credit Auto Receivables
Corporation ("FCAR" or the "Seller"), Ford Credit or any
affiliate thereof.
-----------------
*/ Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.<PAGE>
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.
FORD CREDIT AUTO RECEIVABLES
CORPORATION
By:
------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned
Pooling and Servicing Agreement.
--------------------------,
as Trustee,
by
----------------------
Authorized Officer
<PAGE>
FORM OF THE REVERSE OF CERTIFICATE
This certifies that (the
"Series 1995-1 Certificateholder"), is the registered owner of a
fractional undivided interest in certain assets of the FORD
CREDIT AUTO LOAN MASTER TRUST (the "Trust") created pursuant to a
Pooling and Servicing Agreement (the "P&S") dated as of December
31, 1991, as supplemented by the Series 1995-1 Series Supplement
dated as of June 30, 1995, among Ford Credit Auto Receivables
Corporation ("FCAR"), as Seller (the "Seller"), Ford Motor Credit
Company ("Ford Credit"), as servicer (the "Servicer"), and
Chemical Bank, as trustee (the "Trustee"), that are allocated to
the Series 1995-1 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 and all Collateral Security with
respect thereto owned by the Seller at the close of business 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 Ford Credit to domestic automobile dealers fran-
chised by Ford Motor Company and/or other automobile manufac-
turers or distributors.
Subject to the terms and conditions of the Pooling and
Servicing Agreement, the Seller may from time to time direct the
Trustee, on behalf of the Trust, to issue one or more new Series
of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing
Agreement to which, as amended and supplemented from time to
time, the Series 1995-1 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) may be requested from the Trustee by writing to the
Trustee at 450 West 33rd Street, New York, New York 10001,
Attention: Corporate Trust Department. To the extent not defined
herein, the capitalized terms used herein have the meanings
ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing
Agreement and the Series 1995-1 Certificates have been (or will
be) issued with the intention that the Series 1995-1 Certificates
will qualify under applicable tax law as indebtedness of FCAR
secured by the Receivables. The Seller, each Beneficiary and
each Certificateholder and Certificate Owner, by the acceptance
of its Certificate or Book-Entry Certificate, as applicable,
agrees to treat the Series 1995-1 Certificates as indebtedness of
FCAR secured by the Receivables for Federal income taxes, state
and local income, single business and franchise taxes and any
other taxes imposed on or measured by income.
On each Distribution Date, the Trustee shall distribute
to each Series 1995-1 Certificateholder of record at the close of
business [on the day preceding such Distribution Date] [the last
day of the month preceding the month in which such Distribution
Date occurs] (each a "Record Date") such Certificateholder's pro
rata share (based on the aggregate fractional undivided interest
represented by the Series 1995-1 Certificates held by such
Certificateholder, except as otherwise provided in the Pooling
and Servicing Agreement) of such amounts on deposit in the
Collection Account or the Series 1995-1 Accounts as are payable
in respect of the Series 1995-1 Certificates pursuant to the
Pooling and Servicing Agreement. Distributions with respect to
this Certificate will be made by the Trustee by check mailed to
the address of the Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of
this Certificate or the making of any notation thereon (except
for the final distribution in respect of this Certificate) except
that with respect to Series 1995-1 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 10% of the original principal amount of the
Certificates or less, the Seller has the option, subject to the
condition set forth in Section 7.01(c) of the Series Supplement,
to purchase the entire Series 1995-1 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, Ford Motor Company, the Seller, the Servicer,
or any affiliate of any of them and is not insured or guaranteed
by any governmental agency or instrumentality. This Certificate
is limited in right of payment to certain Collections with
respect to the Receivables (and certain other amounts), all as
more specifically set forth herein and in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement may be amended from
time to time (including in connection with the issuance of a
Supplemental Certificate) by the Servicer, the Seller and the
Trustee, without the consent of any of the Series 1995-1
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 each such affected Investor Certificate-
holder; (ii) change the definition or the manner of calculating
any certificateholders' interest without the consent of each
affected Investor Certificateholder; (iii) reduce the amount
available under any Enhancement without the consent of each
affected Investor Certificateholder; (iv) adversely affect the
rating of any Series or class by each Rating Agency without the
consent of the holders of certificates of such Series or class
evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or
Class; or (v) reduce the aforesaid percentage required to consent
to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not
be amended in any manner which adversely affects the interests of
any Enhancement Provider without its prior consent.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate Register of
the Trustee upon surrender of this Certificate for registration
of transfer at the office or agency maintained by the Trustee in
New York, New York, accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the
Holder hereof or such Holder's attorney duly authorized, and
thereupon one or more new Series 1995-1 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 1995-1
Certificates are exchangeable for new Series 1995-1 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.
<PAGE>
ASSIGNMENT
Social Security or other identifying number of assignee
---------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
---------------------------------
-----------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints
-------------------------,
attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the
premises.
Dated: -------------------------------------*
Signature Guaranteed:
-------------------------------------
--------------
(*) NOTE: The signature to this assignment must correspond with
the name of the registered owner as it appears on the reverse of
the within Certificate in every particular, without alteration,
enlargement or any change whatsoever.
<PAGE>
EXHIBIT B-1
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of collections, the aggregate
amount of Interest Collections and the aggregate amount of
Principal Collections processed during the immediately preceding
Collection Period;
(b) The Floating Allocation Percentage and the Principal
Allocation Percentage for such Collection Period;
(c) The total amount, if any, distributed on the Series
1995-1 Certificates;
(d) The amount of such distribution allocable to principal
on the Series 1995-1 Certificates;
(e) The amount of such distribution allocable to interest
on the 1995-1 Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the
preceding Collection Period;
(h) The amount of the Investor Charge-Offs and the amounts
of reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the
preceding Collection Period;
(j) The Invested Amount, the Excess Funding Amount and the
outstanding principal balance of the Series 1995-1 Certificates
for such distribution (after giving effect to all distributions
which will occur on such Distribution Date);
(k) The "pool factor" for the Series 1995-1 Certificates as
of the Determination Date with respect to such Distribution Date
(consisting of an eight-digit decimal expressing the Invested
Amount as of such Determination Date (determined after taking
into account any reduction in the Invested Amount which will
occur on such Distribution Date) as a proportion of the Initial
Invested Amount);
(1) The Available Subordinated Amount for such
Determination Date;
(m) The Reserve Fund balance for such date;
(n) The Collection Account balance with respect to such
date; and
(o) A list of the Accounts that are in "Status".
<PAGE>
EXHIBIT B-2
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of collections, the aggregate
amount of Interest Collections and the aggregate amount of
Principal Collections processed during the immediately preceding
Collection Period;
(b) The Floating Allocation Percentage and the Principal
Allocation Percentage for such Collection Period;
(c) The total amount, if any, distributed on the Series
1995-1 Certificates;
(d) The amount of such distribution allocable to principal
on the Series 1995-1 Certificates;
(e) The amount of such distribution allocable to interest
on the 1995-1 Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the
preceding Collection Period;
(h) The amount of the Investor Charge-Offs and the amounts
of reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the
preceding Collection Period;
(j) The Invested Amount, the Excess Funding Amount and the
outstanding principal balance of the Series 1995-1 Certificates
for such distribution (after giving effect to all distributions
which will occur on such Distribution Date);
(k) The "pool factor" for the Series 1995-1 Certificates as
of the Determination Date with respect to such Distribution Date
(consisting of an eight-digit decimal expressing the Invested
Amount as of such Determination Date (determined after taking
into account any reduction in the Invested Amount which will
occur on such Distribution Date) as a proportion of the Initial
Invested Amount);
(l) The Available Subordinated Amount for such
Determination Date;
(m) The Reserve Fund balance for such date; and
(n) The Collection Account balance with respect to such
date.
<PAGE>
SCHEDULE 1
Name of Series Depository Institution*
1995-1 Account and Account No.
Interest Funding Account [ ]
Principal Funding Account [ ]
Excess Funding Account[ ]
Reserve Fund [ ]
* Chemical Bank
