Exhibit 10-NNN
CHRYSLER CREDIT CANADA LTD.
Seller and Servicer
and
THE ROYAL TRUST COMPANY
Custodian
and
CORE TRUST
Purchaser
and
AUTO RECEIVABLES CORPORATION
Purchaser
and
CHRYSLER FINANCIAL CORPORATION
Performance Guarantor
___________________________________________________________
Series 1995-1 SUPPLEMENT
Dated as of September 20, 1995
to
MASTER CUSTODIAL AND SERVICING AGREEMENT
Dated as of September 1, 1992
___________________________________________________________
Series 1995-1
TABLE OF CONTENTS
ARTICLE 1
Creation of the Series 1995-1
Master Custodial Certificates
SECTION 1.1 Designation........................................ 1
ARTICLE 2
Definitions
SECTION 2.1 Definitions........................................ 2
ARTICLE 3
Servicing Fee
SECTION 3.1 Servicing Compensation............................. 16
ARTICLE 4
Rights of Series 1995-1 Master Custodial
Certificateholders and Allocation and Application of Collections
SECTION 4.1 Allocations; Payments to Seller.................... 17
SECTION 4.2 Monthly Interest................................... 18
SECTION 4.3 Determination of Monthly Principal................. 21
SECTION 4.4 Establishment of Reserve Fund, Yield Supplement
Account and Principal Funding Account.............. 21
SECTION 4.5 Deficiency Amount.................................. 24
SECTION 4.6 Application of Investor Non-Principal Collections,
Available Seller's Non-Principal Collections,
Investment Proceeds, Available Investor Principal
Collections and Subordination of Class B
Certificate........................................ 24
SECTION 4.7 Distributions to Series 1995-1 Master Custodial
Certificateholders................................. 27
SECTION 4.8 Application of Reserve Fund, Available
Subordinated Amount, Yield Supplement Account
and Subordination of Class B Certificate........... 28
SECTION 4.9 Investor Charge-Offs............................... 31
SECTION 4.10 Excess Income...................................... 31
SECTION 4.11 Excess Principal Collections....................... 31
SECTION 4.12 Increases or Decreases in Invested Amount.......... 32
- ii -
ARTICLE 5
Distributions and Reports
to Series 1995-1 Master Custodial Certificateholders
SECTION 5.1 Distributions...................................... 33
SECTION 5.2 Reports and Statements to Series 1995-1 Master
Custodial Certificateholders....................... 34
ARTICLE 6
Amortization Events and Controlled Amortization Notice
SECTION 6.1 Additional Amortization Events..................... 35
SECTION 6.2 Controlled Amortization Notice
ARTICLE 7
Purchase of Series 1995-1 Investor Master Custodial Certificates
SECTION 7.1 Appointment ....................................... 36
SECTION 7.2 Series 1995-1 Investor Master Custodial
Certificates....................................... 37
SECTION 7.3 Payment and Delivery of Investor Master Custodial
Certificates....................................... 37
SECTION 7.4 Rights of Seller on Sale of Class A Certificate.... 38
ARTICLE 8
Final Distributions
SECTION 8.1 Sale of Series 1995-1 Master Custodial
Certificateholders' Interest Pursuant to Section 2.03
of the Agreement; Distributions Pursuant to Section 7.1
of this Series Supplement or Section 2.03 or 12.02(c)
of the Agreement................................... 38
ARTICLE 9
Change in Circumstance
SECTION 9.1 Change in Circumstance............................. 39
- iii -
ARTICLE 10
Chrysler Financial Corporation
SECTION 10.1 Covenants of CFC................................... 40
ARTICLE 11
Miscellaneous Provisions
SECTION 11.1 Ratification of Agreement.......................... 42
SECTION 11.2 Counterparts....................................... 42
SECTION 11.3 GOVERNING LAW...................................... 42
EXHIBIT A
FORM OF CLASS A CERTIFICATE
EXHIBIT B
FORM OF CLASS B CERTIFICATE
EXHIBIT C
FORM OF DISTRIBUTION DATE STATEMENT
EXHIBIT D
REQUEST FOR PURCHASE OF INCREASE IN
MAXIMUM INITIAL INVESTED AMOUNT
NOTICE OF ACCEPTANCE OF INCREASE IN
MAXIMUM INITIAL INVESTED AMOUNT
EXHIBIT E
SERIES 1995-1 ACCOUNTS
EXHIBIT F
FORM OF OPINION
Series 1995-1 SUPPLEMENT dated as of September 20, 1995 (the
"Series Supplement"), between CHRYSLER CREDIT CANADA LTD., a
Canadian corporation, as Seller and Servicer, THE ROYAL
TRUST COMPANY, a trust company organized and existing under
the laws of Canada, as Custodian, TD TRUST COMPANY, in its
capacity as trustee for CORE TRUST, a trust established
pursuant to the laws of Alberta, as Purchaser and AUTO
RECEIVABLES CORPORATION, an Ontario corporation, as
Purchaser and CHRYSLER FINANCIAL CORPORATION, a Michigan
corporation, as performance guarantor.
Pursuant to Section 6.03 of the Master Custodial and Servicing Agreement
dated as of September 1, 1992 as amended by a Master Custodial and Servicing
Amending Agreement dated as of September 1, 1995 (the "Agreement"), among the
Seller, the Servicer and the Custodian, the Seller may from time to time
direct the Custodian to issue one or more new Series of Investor Master
Custodial Certificates. The Seller has directed the Custodian to issue Series
1995-1 Investor Master Custodial Certificates as a Class A Certificate and a
Class B Certificate, the Principal Terms of which are specified in this Series
Supplement. TD Trust Company, in its capacity as trustee for CoRe Trust, will
purchase the Class A Certificate and Auto Receivables Corporation will
purchase the Class B Certificate.
In consideration of the payment to the Custodian of the consideration in
respect of the Series 1995-1 Investor Master Custodial Certificates and the
mutual agreements herein contained, each party agrees as follows:
ARTICLE 1
Creation of the Series 1995-1
Master Custodial Certificates
SECTION 1.1 Designation
(a) There is hereby created a Series of Investor Master Custodial
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "Master Custodial Certificates, Series 1995-1", such Series
to consist of two classes of Investor Master Custodial Certificates, a Class A
Certificate and a Class B Certificate. The Class B Certificate shall be
subordinated in right of payment to the Class A Certificate to the extent set
forth herein.
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any terms or provisions contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
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ARTICLE 2
Definitions
SECTION 2.1 Definitions
(a) Whenever used in this Series Supplement the following words and
phrases shall have the following meanings.
"Additional Carry-over Amount" shall mean an Additional Class A
Carry-over Amount and/or an Additional Class B Carry-over Amount.
"Additional Class A Carry-over Amount" shall have the meaning specified
in Section 4.2(d).
"Additional Class A Interest Amount" shall have the meaning specified in
Section 4.2(c).
"Additional Class B Carry-over Amount" shall have the meaning specified
in Section 4.2(f).
"Additional Class B Interest Amount" shall have the meaning specified in
Section 4.2(e).
"Additional Interest Amount" shall mean Additional Class A Interest
Amount and/or an Additional Class B Interest Amount.
"Additional Issue Expenses" shall have the meaning specified in Section
3.1.
"Allocable Defaulted Amount" shall mean, with respect to any Collection
Period the product of (a) the Series 1995-1 Allocation Percentage with respect
to such Collection Period and (b) the Defaulted Amount with respect to such
Collection Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 1995-1 Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect
to the related Collection Period.
"Allocable Non-Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 1995-1 Allocation Percentage for
the related Collection Period and (b) the aggregate amount of Collections of
Non-Principal Receivables relating to such Deposit Date.
"Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 1995-1 Allocation Percentage for
the related Collection Period and
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(b) the aggregate amount of Collections of Principal Receivables relating to
such Deposit Date.
"Assets Receivables Rate" shall mean, with respect to any Interest
Period, an amount expressed as a percentage equal to 12 multiplied by a
fraction, (a) the numerator of which is the sum of (i) Investor Non-Principal
Collections for the Collection Period immediately preceding the last day of
such Interest Period (which, for the purposes of this definition only, shall
be determined based on the Non-Principal Receivables billed to the Dealers
which are due during such preceding Collection Period and actual Collections
of the amounts of Principal Receivables Discounts during such preceding
Collection Period) less the Series 1995-1 Monthly Servicing Fee, if any, with
respect to such immediately preceding Collection Period and (ii) the
Investment Proceeds to be applied on the Distribution Date related to such
Interest Period and (b) the denominator of which is the sum of (i) the product
of (x) the Floating Allocation Percentage for such preceding Collection
Period, (y) the Series Allocation Percentage for such preceding Collection
Period and (z) the average Pool Balance (after giving effect to Investor
Charge-offs) for such preceding Collection Period, and (ii) the principal
balance on deposit in the Principal Funding Account on the Distribution Date
relating to the immediately preceding Interest Period (after giving effect to
all deposits thereto and withdrawals therefrom on such Distribution Date).
"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) for a Distribution Date which is also the Termination Date, any funds
in the Reserve Fund and the Yield Supplement Account after giving effect to
Section 4.8.
"Available Seller's Collections" shall mean, with respect to any Deposit
Date, the sum of (a) the Available Seller's Non-Principal Collections for such
Deposit Date and (b) the Available Seller's Principal Collections for such
Deposit Date.
"Available Seller's Non-Principal Collections" shall mean, with respect
to any Deposit Date, an amount equal to the result obtained by multiplying (a)
the excess of (i) the Seller's Percentage for the related Collection Period
over (ii) the Excess Seller's Percentage for such Collection Period by (b)
Allocable Non-Principal Collections for such Deposit Date.
"Available Seller's Principal Collections" shall mean, with respect to
any Deposit Date, an amount equal to the result obtained by multiplying (a)
the excess of (i) the Seller's Percentage for the related Collection Period
over (ii) the Excess Seller's Percentage for such Collection Period by (b)
Allocable Principal Collections for such Deposit Date.
"Available Subordinated Amount" for the first Determination Date shall
mean an amount equal to the Required Subordinated Amount. The Available
Subordinated Amount
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for any subsequent Determination Date shall mean an amount equal to (i) the
lesser of (a) the Available Subordinated Amount for the preceding
Determination Date, minus (I) the Required Subordination Draw Amount with
respect to the preceding Distribution Date to the extent provided in Section
4.8, minus (II) withdrawals from the Reserve Fund pursuant to Section 4.8 on
the preceding Distribution Date to make distributions pursuant to Section
4.6(a)(iii) (but excluding any other withdrawals from the Reserve Fund), plus
(III) the portion of Excess Income for such preceding Distribution Date
distributed to the Seller pursuant to Section 4.10(c) plus (IV) the excess, if
any, of the Required Subordinated Amount for such Determination Date over the
Required Subordinated Amount for the immediately preceding Determination Date,
and (b) other than with respect to any Distribution Date following the
reduction of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates to zero as described in Section 4.7(c), the
product of the Subordinated Percentage and the Invested Amount on such
Determination Date (after giving effect to any reduction to be made therein on
the immediately following Distribution Date), minus (ii) in the case of clause
(a), the Incremental Subordinated Amount for such preceding Determination
Date, plus (iii) the Incremental Subordinated Amount for the current
Determination Date; provided, however, that once the Controlled Amortization
Period or any Series 1995-1 Early Amortization Period (other than a Series
1995-1 Early Amortization Period which has ended as described in clause (c) of
the definition of Early Amortization Period) shall have commenced, the
Available Subordinated Amount shall be calculated based on the Invested Amount
as of the close of business on the day preceding such Controlled Amortization
Period or Series 1995-1 Early Amortization Period.
"Canadian BA Rate" shall mean that per annum rate for an Interest Period
expressed as a percentage, equal to the average rate for Dollar bankers
acceptances for a period equal to 30 days; provided that the applicable rate
shall be based upon the rates appearing on the "Reuters Screen CDOR Page" (as
defined in The International Swap Dealer Association, Inc. definitions, as
modified and amended from time to time) as of 10:00 a.m., Toronto time, on the
first Business Day during the applicable Interest Period. If such rates do not
appear on the Reuters Screen CDOR Page as contemplated, then the "Canadian BA
Rate" for such Interest Period shall be calculated at the times, based on the
same maturities and on the same basis as set forth in the previous sentence,
except that the rates for Dollar bankers acceptances shall be based upon the
arithmetic mean of the applicable rates quoted by four major Canadian Schedule
1 chartered banks as of 10:00 a.m., Toronto time, on the first day of such
Interest Period and the parties agree that initially such banks will be (i)
Bank of Montreal, (ii) Bank of Nova Scotia, (iii) The Royal Bank of Canada and
(iv) The Toronto-Dominion Bank. If less than four of the institutions
described in the immediately preceding sentence quote the aforementioned rate
on the days and at the times described in such sentence, the "Canadian BA
Rate" shall be such other rate or rates as the parties may agree.
"Carry-over Amount" shall mean a Class A Carry-over Amount and/or a
Class B Carry-over Amount.
5
"Class A Carry-over Amount" shall mean for any Distribution Date with
respect to which the Class A Certificate Rate is calculated based on the
Assets Receivables Rate, the excess of (a) Class A Monthly Interest for such
Distribution Date determined as if such Class A Certificate Rate were
calculated pursuant to clause (a) of the definition thereof over (b) the
actual Class A Monthly Interest for such Distribution Date.
"Class A Carry-over Shortfall" shall have the meaning specified in
Section 4.2(d).
"Class A Certificate" shall mean the Series 1995-1 Master Custodial
Certificate as executed by the Seller and authenticated by the Custodian,
substantially in the form of Exhibit A.
"Class A Certificateholder" means the Person who is the holder of the
Class A Certificate as indicated in the Certificate Register.
"Class A Certificate Rate" shall mean, with respect to any Interest
Period, the lesser of (a) the rate quoted by the Class A Certificateholder on
the Determination Date during such Interest Period as the estimated cost to
such Class A Certificateholder of financing the Purchase of the Class A
Certificate for such Interest Period, together with any adjustments determined
by such Class A Certificateholder to be necessary by reason of the difference
between (x) the actual cost of financing such purchase for the immediately
preceding Interest Period, and (y) the estimated cost quoted for such
immediately preceding Interest Period, plus the Program Fee, and (b) the
Assets Receivables Rate for such Interest Period.
"Class A Interest Shortfall" shall have the meaning specified in Section
4.2(c).
"Class A Monthly Interest" shall have the meaning specified in Section
4.2(a).
"Class B Carry-over Amount" shall mean for any Distribution Date with
respect to which the Class B Certificate Rate is calculated based on the
Assets Receivables Rate, the excess of (a) Class B Monthly Interest for such
Distribution Date determined as if such Class B Certificate Rate were
calculated pursuant to clause (a) of the definition thereof over (b) the
actual Class B Monthly Interest for such Distribution Date.
"Class B Carry-over Shortfall" shall have the meaning specified in
Section 4.2(f).
"Class B Certificate" shall mean the Series 1995-1 Master Custodial
Certificate executed by the Seller and authenticated by the Custodian,
substantially in the form of Exhibit B.
"Class B Certificateholder" means the Person who is the holder of the
Class B Certificate as indicated in the Certificate Register.
6
"Class B Certificate Rate" shall mean, with respect to any Interest
Period, the lesser of (a) the Canadian BA Rate, plus 1.10%, and (b) the Assets
Receivables Rate for such Interest Period.
"Class B Interest Shortfall" shall have the meaning specified in Section
4.2(e).
"Class B Monthly Interest" shall have the meaning specified in Section
4.2(b).
"Closing Date" shall mean September 20, 1995.
"Controlled Amortization Period" shall mean, unless a Series 1995-1
Early Amortization Event shall have occurred prior thereto (other than a
Series 1995-1 Early Amortization Event which has resulted in a Series 1995-1
Early Amortization Period which has ended as described in clause (c) of the
definition of Early Amortization Period), the period commencing on the
Controlled Amortization Period Commencement Date and ending upon the first to
occur of (a) the commencement of a Series 1995-1 Early Amortization Period and
(b) the payment in full to Series 1995-1 Master Custodial Certificateholders
of the outstanding principal balance of the Series 1995-1 Investor Master
Custodial Certificates.
"Controlled Amortization Period Commencement Date" shall mean the first
day of the earlier of the September 2000 Collection Period or (ii) the first
day of the Collection Period next following the Collection Period in which a
Controlled Amortization Notice is delivered to the Person receiving such
Controlled Amortization Notice.
"Controlled Amortization Notice" means a notice delivered pursuant to
Section 6.2.
"Controlled Amortization Period Principal Distribution Date" shall mean
the Distribution Date occurring in each of the four calendar months next
following the Collection Period in which the Controlled Amortization Period
Commencement Date falls.
"Controlled Distribution Amount" shall mean, with respect to each of the
Controlled Amortization Period Principal Distribution Dates, the sum of (i)
25% of the Initial Invested Amount at the Controlled Amortization Period
Commencement Date, and (ii) the Required Initial Invested Amount Reduction
Amount on such Distribution Date.
"Custodial Available Subordinated Amount" means the sum of the Available
Subordinated Amount and the sum of the aggregate "available subordinated
amounts" for, and as that term may be defined in respect of, all other
outstanding Series.
"Cut-Off Date" in relation to Series 1995-1 means August 31, 1995.
"Deficiency Amount" shall have the meaning specified in Section 4.5.
7
"Excess Income" shall mean, with respect to any Distribution Date, the
sum of the amount, if any, specified pursuant to Section 4.6(a)(vii) with
respect to such Distribution Date.
"Excess Reserve Fund Required Amount" shall mean, for any Distribution
Date with respect to a Series 1995-1 Early Amortization Period, an amount
equal to the greater of (a) 5% of the initial aggregate principal balance of
the Series 1995-1 Investor Master Custodial 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 aggregate principal balance of the
Series 1995-1 Investor Master Custodial Certificates on such Distribution Date
(after giving effect to any changes therein on such Distribution Date) over
(ii) the excess of (x) the Series 1995-1 Allocation Percentage of the Pool
Balance on the last day of the immediately preceding Collection Period over
(y) the Invested Amount on such Distribution Date (after giving effect to
changes therein on such Distribution Date); provided that the Excess Reserve
Fund Required Amount shall not exceed such Available Subordinated Amount.
"Excess Seller's Percentage" shall mean, with respect to any Collection
Period, a percentage (which percentage shall never be less than 0% nor more
than 100%) equal to (a) 100% minus, when used with respect to Non-Principal
Receivables and Defaulted Receivables and Principal Receivables during the
Revolving Period, the sum of (i) the Floating Allocation Percentage with
respect to such Collection Period and (ii) the percentage equivalent of a
fraction, the numerator of which is the Available Subordinated Amount as of
the Determination Date occurring in such Collection Period (after giving
effect to the allocations, distributions, withdrawals and deposits to be made
on the Distribution Date immediately following such Determination Date) and
the denominator of which is the product of (i) the Pool Balance as of the last
day of the immediately preceding Collection Period and (ii) the Series 1995-1
Allocation Percentage with respect to the Collection Period in respect of
which the Excess Seller's Percentage is being calculated or (b) 100% minus,
when used with respect to Principal Receivables during the Controlled
Amortization Period and a Series 1995-1 Early Amortization Period, the sum of
(i) the Principal Allocation Percentage with respect to such Collection Period
and (ii) the percentage equivalent of a fraction, the numerator of which is
the Available Subordinated Amount as of the Determination Date occurring in
such Collection Period (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date immediately
following such Determination Date) and the denominator of which is the product
of (i) the Pool Balance as of the last day of such immediately preceding
Collection Period and (ii) the Series 1995-1 Allocation Percentage with
respect to the Collection Period in respect of which the Excess Seller's
Percentage is being calculated.
8
"Final Payment Date" shall mean the first Distribution Date on which,
after giving effect to all payments to be made on that Distribution Date, the
outstanding principal balance of the Class A Certificate and the Class B
Certificate will be reduced to zero.
"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 any change therein to occur on the next succeeding Distribution
Date) and the denominator of which is the product of (a) the Pool Balance as
of such last day and (b) the Series 1995-1 Allocation Percentage with respect
to the Collection Period in respect of which the Floating Allocation
Percentage is being calculated; provided, however, that, with respect to the
first Collection Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the product of (x) the Pool
Balance on the Cut-Off Date and (y) the Series 1995-1 Allocation Percentage
with respect to 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 (i) (A) the Invested Amount on the last day
of the immediately preceding Collection Period (after giving effect to any
change therein to occur on the next succeeding Distribution Date) or (B) with
respect to the first Determination Date, the Invested Amount on the Closing
Date and (ii) (A) the Available Subordinated Amount for such Determination
Date (calculated without adding the Incremental Subordinated Amount for such
Distribution Date as described in clause (iii) of the definition thereof) or
(B) with respect to the first Determination Date, the product of the Invested
Amount on the Closing Date and the Subordinated Percentage, and the
denominator of which is the Pool Balance on such last day by (b) the Custodial
Incremental Subordinated Amount.
"Initial Invested Amount" shall mean the aggregate initial principal
amount of the Series 1995-1 Investor Master Custodial Certificates which is
invested in Principal Receivables on the Closing Date minus (a) as described
in Section 4.12(a), the amount of any deposits to the Principal Funding
Account, plus (b) as described in Section 4.12(b), the amount of any
withdrawals from the Principal Funding Account.
"Initial Reserve Fund Deposit Amount" shall mean $288,400.00.
"Initial Yield Supplement Account Deposit Amount" shall mean $82,400.00.
"Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the initial Distribution Date, the
Closing Date) to but excluding such Distribution Date. Interest will be
calculated on the basis of the actual number of days in each Interest Period
divided by 365.
9
"Interest Shortfall" shall mean a Class A Interest Shortfall and/or a
Class B Interest Shortfall.
"Invested Amount" shall mean, when used with respect to any date, an
amount equal to (a) the Initial Invested Amount, minus (b) the excess, if any,
of the aggregate amount of Investor Charge-Offs over Investor Charge-Offs
reimbursed pursuant to Section 4.9 prior to such date. In addition, for
purposes of the definition of "Series 1995-1 Early Amortization Period", the
Invested Amount shall be an amount equal to the aggregate outstanding
principal balance of the Series 1995-1 Investor Master Custodial Certificates.
"Invested Amount Increase Date" shall have the meaning specified in
Section 4.12.
"Invested Amount Reduction Date" shall have the meaning specified in
Section 4.12.
"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 to
the Collection Account pursuant to Section 4.02 of the Agreement.
"Investor Charge-Offs" shall have the meaning specified in Section 4.9.
"Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Allocable Defaulted Amount for
the related Collection Period and (b) the Floating Allocation Percentage for
the related Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the Floating
Allocation Percentage for the related Collection Period and (ii) Allocable
Non-Principal Collections deposited in the Collection Account for the related
Collection Period.
"Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage, with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Controlled Amortization Period or an Series
1995-1 Early Amortization Period, for the related Collection Period (or any
partial Collection Period which occurs as the first Collection Period during a
Series 1995-1 Early Amortization Period) and (ii) Allocable Principal
Collections deposited in the Collection Account for the related Collection
Period (or any partial Collection Period which occurs as the first Collection
Period during an Early Amortization Period) and (b) the amount, if any, of
Collections of Non-Principal Receivables, Excess Income and Available Seller's
Collections which this Series Supplement provides are to be treated as a
portion of Investor Principal Collections, including pursuant to Section
4.6(a)(iii), 4.8(b) and 4.10(a), on such Distribution Date.
10
"Maximum Initial Invested Amount" shall mean such amount as requested by
the Seller and agreed to by the Purchasers from time to time by delivery by
the Purchasers to the Seller, the Servicer and the Custodian of a notice
substantially in the form set forth in the form of Exhibit D attached hereto
provided, however that the Maximum Initial Invested Amount shall not exceed
$275,000,000.
"Monthly Interest" shall mean the sum of Class A Monthly Interest and
Class B Monthly Interest.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Collections of Principal Receivables for
such Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Principal" shall have the meaning specified in Section 4.3.
"Monthly Servicing Fee" shall have the meaning specified in Section 3.1.
"Principal Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the Revolving Period and the denominator of which is the
product of (a) the Pool Balance as of the last day of the immediately
preceding Collection Period and (b) the Series 1995-1 Allocation Percentage
with respect to the Collection Period in respect of which the Principal
Allocation Percentage is being calculated; provided, however, that with
respect to that portion of any Collection Period that falls after the date on
which a Series 1995-1 Early Amortization Event occurs (other than a Series
1995-1 Early Amortization Event which has resulted in a Series 1995-1 Early
Amortization Period which has ended as described in clause (c) of the
definition of Early Amortization Period), 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 Collections of
Principal Receivables shall be allocated for such portion of such Collection
Period using such reset Principal Allocation Percentage.
"Principal Funding Account" shall have the meaning specified in Section
4.4.
"Program Fee" shall equal the percentage equivalent of a fraction,
the numerator which is equal to:
(i) the sum of:
(a) the product of
(x) the Utilized Program Fee, and
(y) the outstanding balance of the Class A Certificate
and
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(b) the product of
(x) the Unutilized Program Fee, and
(y) the Maximum Initial Invested Amount, less the
aggregate outstanding balance of the Series 1995-1
Investor Master Custodial Certificates
and the denominator which is equal to:
(ii) the Maximum Initial Invested Amount less the outstanding balance
of the Class B Certificate
provided that during the Amortization Period or Early Amortization
Period, the Program Fee shall be equal to the Utilized Program Fee.
"Purchasers" shall mean, collectively, CoRe Trust and Auto Receivables
Corporation and their respective successors and assigns.
"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 balance of
the Series 1995-1 Investor Master Custodial Certificates (calculated on the
basis of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates at their respective certificate rates as in
effect during the applicable Interest Periods) through the day preceding such
Distribution Date, (iii) the amount of Additional Interest Amount, if any, for
such Distribution Date and any Additional Interest Amount previously due but
not distributed to the Series 1995-1 Master Custodial Certificateholders on a
prior Distribution Date, (iv) any Carry-over Amount for such Distribution Date
and any Carry-over Amount previously due but not distributed to the Series
1995-1 Master Custodial Certificateholders on a prior Distribution Date, and
(v) any Additional Carry-over Amount for such Distribution Date and any
Additional Carry-over Amount previously due but not distributed to the Series
1995-1 Master Custodial Certificateholders on a prior Distribution Date.
"Required Initial Invested Amount" shall mean the quotient obtained by
dividing (i) the Required Series 1995-1 Participation Amount by (ii) the sum
of (a) the Required Participation Percentage and (b) the Subordinated
Percentage.
"Required Initial Invested Amount Increase Amount" shall mean for any
Distribution Date the excess (if any) of the Required Initial Invested Amount
as of such Distribution Date over the Required Initial Invested Amount as of
the preceding Distribution Date.
"Required Initial Invested Amount Reduction Amount" shall mean for any
Distribution Date the excess (if any) of the Required Initial Invested Amount
as of the preceding Distribution Date over the Required Initial Invested
Amount as of such Distribution Date.
12
"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 Custodian, each Rating Agency and any Enhancement Provider,
reduce the Required Participation Percentage to a percentage which shall not
be less than 100%; provided that neither the Seller nor the Servicer has been
notified that any such reduction will result in a reduction or withdrawal of
the rating of any outstanding Series or Class by any Rating Agency with
respect to which it is a Rating Agency.
"Required Series 1995-1 Participation Amount" shall mean, with respect
to any Distribution Date, the lesser of (i) the sum of (a) the product of the
Maximum Initial Invested Amount at such date and the Required Participation
Percentage with respect to Series 1995-1, and (b) the product of the
Subordinated Percentage with respect to Series 1995-1 and the Maximum Initial
Invested Amount, and (ii) the Pool Balance on the last day of the related
Collection Period, less (a) the sum of the Available Subordinated Amounts of
each Series (other than Series 1995-1) as at the immediately preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date following such
Determination Date), less (b) the sum of the amounts for each Series (other
than Series 1995-1) equal to the product of the Required Participation
Percentage for each such Series and the Initial Invested Amount for each such
Series.
"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 on such date.
"Required Subordination Draw Amount" shall have the meaning specified in
Section 4.5.
"Reserve Fund" shall have the meaning specified in Section 4.4.
"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 deposits thereto and withdrawals
therefrom otherwise to be made on such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the greater of (i) the product of (a)
0.35% and (b) the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates on such Distribution Date (after giving effect
to any changes therein on such Distribution Date) and (ii) the product of (a)
0.25% and (b) the Maximum Initial Invested Amount.
"Revolving Period" shall mean the period beginning at the close of
business on the Cut-Off Date and ending on the earlier of (a) the close of
business on the day immediately preceding the Controlled Amortization Period
Commencement Date and (b) the close of business on the day a Series 1995-1
Early Amortization Period commences; provided,
13
however, that, if a Series 1995-1 Early Amortization Period ends as described
in clause (c) of the definition of Early Amortization Period, the Revolving
Period will recommence as of the close of business on the day such Series
1995-1 Early Amortization Period ends.
"Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's
Percentage of Allocable Principal Collections for the related Collection
Period.
"Seller's Percentage" shall mean 100% minus (a) the Floating Allocation
Percentage, when used with respect to Non-Principal Receivables and Defaulted
Receivables and, during the Revolving Period, Principal Receivables, and (b)
the Principal Allocation Percentage, when used with respect to Principal
Receivables during the Controlled Amortization Period and any Series 1995-1
Early Amortization Period.
"Series 1995-1" shall mean the Series of Master Custodial Certificates,
the terms of which are specified in this Series Supplement.
"Series 1995-1 Accounts" shall have the meaning specified in Section
4.4(d)(i).
"Series 1995-1 Adjusted Invested Amount" shall mean the Series Adjusted
Invested Amount with respect to Series 1995-1.
"Series 1995-1 Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 1995-1.
"Series 1995-1 Early Amortization Event" shall mean any Early
Amortization Event specified in Section 9.01 of the Agreement, together with
any additional event specified in Section 6.1 of this Series Supplement.
"Series 1995-1 Early Amortization Period" shall mean an Early
Amortization Period with respect to Series 1995-1.
"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 Master Custodial Certificateholders" shall mean the
Persons who are Holders of Series 1995-1 Investor Master Custodial
Certificates as indicated in the Certificate Register.
"Series 1995-1 Master Custodial Certificateholders' Interest" shall mean
that portion of the Master Custodial Certificateholders' Interest evidenced by
the Series 1995-1 Investor Master Custodial Certificates.
14
"Series 1995-1 Investor Master Custodial Certificates" shall mean the
Class A Certificate and the Class B Certificate.
"Series 1995-1 Monthly Servicing Fee" shall have the meaning specified
in Section 3.1.
"Series 1995-1 Principal Shortfall" shall have the meaning specified in
Section 4.11.
"Series 1995-1 Termination Proceeds" shall mean any Termination Proceeds
arising out of a sale of Receivables (or interests therein) pursuant to
Section 12.02(c) of the Agreement with respect to Series 1995-1.
"Servicing Fee Rate" shall mean, with respect to Series 1995-1 and with
respect to any Distribution Date in respect of which a Monthly Servicing Fee
is payable, the rate determined pursuant to Section 3.1 hereof, but not in
excess of 1%.
"Special Payment Date" shall mean each Distribution Date with respect to
a Series 1995-1 Early Amortization Period (other than a Series 1995-1 Early
Amortization Period which has ended as described in clause (c) of the
definition of Early Amortization Period).
"Subordinated Percentage" shall mean the percentage equivalent of a
fraction, the numerator of which is the Subordination Factor and the
denominator of which will be the excess of 100% over the Subordination Factor.
"Subordination Factor" means 8%; provided, however, that the
Subordination Factor will be 9.25% in the event that (i) the rating of the
long-term unsecured debt of the Seller is lowered, in case of CBRS Inc. to
below B++ (low) or in the case of Dominion Bond Rating Service Limited, to
below BBB (low), or withdrawn by either Rating Agency, unless, in either such
case, the Class A Certificateholder receives written confirmation from the
Rating Agency which so lowered or withdrew such rating that the failure to so
increase the Subordination Factor would not result in the downgrade or
withdrawal of the rating of the Class A Certificate by such Rating Agency or
(ii) the rating of the long-term unsecured debt of CFC is lowered below BBB-
by Standard & Poor's or withdrawn by Standard & Poor's.
"Termination Date" shall mean the September 2002 Distribution Date.
"Utilized Program Fee" shall mean the rate quoted in the most recent
notice delivered by the Purchasers in the form attached as Exhibit D.
"Unutilized Program Fee" shall mean the rate quoted in the most recent
notice delivered by the Purchasers in the form attached as Exhibit D.
"Yield Supplement Account" shall have the meaning specified in Section
4.4.
15
"Yield Supplement Account Deposit Amount" shall mean, with respect to
any Distribution Date, the amount, if any, by which the Yield Supplement
Account Required Amount exceeds the amount on deposit in the Yield Supplement
Account after giving effect to any deposits thereto and withdrawals therefrom
otherwise to be made on such Distribution Date.
"Yield Supplement Account Required Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) 0.10% and (b) the
Maximum Initial Invested Amount.
(b) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, the term "Rating Agency" shall mean, whenever used in this
Series Supplement or the Agreement with respect to Series 0000-0, Xxxxxxxx
Bond Rating Service Limited and CBRS Inc. 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 Dominion Bond Rating Service Limited,
AAA, and (ii) in the case of CBRS Inc., A++ or, in each case, if either of
such Rating Agencies shall revise or amend its rating categories, the highest
rating category designated by such Rating Agency. Notwithstanding anything to
the contrary in this Series Supplement or the Agreement, the term "Rating
Agency Condition" shall mean, whenever used in this Series Supplement or the
Agreement with respect to Series 1995-1, that each Rating Agency shall have
notified the Seller, the Servicer and the Custodian in writing that such
action will not result in a reduction or withdrawal of the rating of the Class
A Certificate by such Rating Agency.
(c) All capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in the Agreement. The definitions in
Section 2.1 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".
(e) The parties hereto acknowledge and agree that the Series 1995-1
Investor Master Custodial Certificates are created hereunder with the
intention that the Holders thereof will be treated as owners of direct,
undivided ownership interests as tenants in common in the Purchased Property
and in particular that no debtor/creditor relationship is herein created
between the Series 1995-1 Master Custodial Certificateholders and the Seller
or the Custodian. For the purpose of disclosure under the Interest Act
(Canada), if any amount described hereunder as interest is to be calculated at
a rate based on any period of time that is less than a calendar year, then the
yearly rate to which such rate is equivalent is such rate multiplied
16
by the actual number of days in the calendar year in which such amount is to
be calculated and divided by such period of time.
ARTICLE 3
Servicing Fee
SECTION 3.1 Servicing Compensation
The monthly servicing fee, inclusive of applicable taxes, including
goods and services tax, if any (the "Monthly Servicing Fee"), shall be payable
by the Master Custodial Certificateholders to any Successor Servicer, other
than a Successor Servicer which is an Affiliate of CCCL, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the earlier of the Termination Date and the first
Distribution Date on which the Invested Amount is zero, in an amount to be
agreed upon by the Successor Servicer and by the Custodian, as agent for and
on behalf of the Master Custodial Certificateholders; provided, however, that
the Monthly Servicing Fee shall not exceed an amount equal to one-twelfth of
the product of (a) 1%, (b) the Pool Balance as of the last day of the
Collection Period second preceding such Distribution Date and (c) the Series
1995-1 Allocation Percentage with respect to the immediately preceding
Collection Period. No Monthly Servicing Fee shall be payable while CCCL or any
Affiliate of CCCL is the Servicer. The share of the Monthly Servicing Fee
allocable to the Series 1995-1 Master Custodial Certificateholders with
respect to any Distribution Date (the "Series 1995-1 Monthly Servicing Fee")
shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and
(b) the Invested Amount as of the last day of the Collection Period second
preceding such Distribution Date. The remainder of the Monthly Servicing Fee
shall be paid by the Seller and in no event shall the Custodian or the Series
1995-1 Master Custodial 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 Master Custodial
Certificateholders of other Series and the Series 1995-1 Master Custodial
Certificateholders shall in no event be liable for the share of the Servicing
Fee to be paid by the Seller or the Investor Master Custodial
Certificateholders of other Series. The Series 1995-1 Monthly Servicing Fee
shall be payable to the Successor Servicer solely to the extent amounts are
available for distribution in accordance with the terms of this Series
Supplement.
Any Successor Servicer will be permitted, in its sole discretion, to
waive the Monthly Servicing Fee, if any, for any Distribution Date by notice
to the Custodian 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 Series 1995-1
Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the
Servicer so waives the Monthly Servicing Fee for any Distribution Date, the
17
Monthly Servicing Fee and the Series 1995-1 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 Series 1995-1
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 Series 1995-1 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.
Pursuant to Section 3.02 of the Agreement, CCCL, as Seller and initial
Servicer, shall pay the Additional Issue Expenses with respect to Series
1995-1. For the purposes of this Series Supplement and the Agreement,
"Additional Issue Expenses" shall mean, with respect to Series 1995-1 those
specified in each notice in the form of Exhibit D delivered by the Purchasers
hereunder.
ARTICLE 4
Rights of Series 1995-1 Master Custodial
Certificateholders and Allocation and Application of Collections
SECTION 4.1 Allocations; Payments to Seller
(a) Collections of Non-Principal Receivables and Principal Receivables,
Miscellaneous Payments and Defaulted Amounts and unpaid Adjustment Payments
allocated to Series 1995-1 pursuant to Article IV of the Agreement shall be
allocated and distributed as set forth in this Article.
(b) The Servicer shall instruct the Custodian 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 of
Allocable Non-Principal Collections deposited in the
Collection Account on such Deposit Date; and
(B) an amount equal to the Excess Seller's Percentage of
Allocable Principal Collections deposited in the
Collection Account on such Deposit Date, if the
Seller's Invested Amount (determined after giving
effect to the transfer of any Principal Receivables to
the Custodian on such Deposit Date) exceeds the
Custodial Available Subordinated Amount for the
immediately preceding Determination Date (after giving
effect to the allocations, distributions, withdrawals
18
and deposits to be made on the Distribution Date
immediately following such Determination Date); and
(ii) on each Deposit Date with respect to the Revolving Period, an
amount equal to the Available Seller's Principal Collections for
such Deposit Date, if the Seller's Invested Amount (determined
after giving effect to any Principal Receivables transferred to
the Custodian on such Deposit Date) exceeds the Custodial
Available Subordinated Amount for the immediately preceding
Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date);
provided, however, that Available Seller's Principal Collections
shall be paid to the Seller with respect to any Collection Period
only after an amount equal to the sum of (A) the Deficiency
Amount, if any, relating to the immediately preceding Collection
Period and (B) the excess, if any, of the Reserve Fund Required
Amount over the amount in the Reserve Fund on the immediately
preceding Distribution Date (after giving effect to the
allocations of, distributions from, and deposits in, the Reserve
Fund on such Distribution Date), has been deposited in the
Collection Account for the account of Series 1995-1
Certificateholders from such Available Seller's Principal
Collections.
The withdrawals to be made from the Collection Account pursuant to this
Section 4.1(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 Master Custodial Certificateholders' Interest pursuant
to Section 2.03 of the Agreement, and proceeds from the sale, disposition or
liquidation of Receivables pursuant to Section 12.02 of the Agreement.
(c) The Servicer shall instruct the Custodian to withdraw from the
Collection Account and deposit into the Reserve Fund on each Deposit Date
during 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 4.1(b)(ii)(B).
SECTION 4.2 Monthly Interest
(a) The amount of monthly interest ("Class A Monthly Interest") with
respect to the Class A Certificate on any Distribution Date shall be an amount
equal to the product of (i) the Class A Certificate Rate for the related
Interest Period, (ii) the outstanding principal balance of the Class A
Certificate as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal made to the Class A
Certificateholder on such preceding Distribution Date, if any) and (iii) a
fraction, the numerator of which is the actual number of days elapsed in such
Interest Period and the denominator of which is 365.
19
(b) The amount of monthly interest ("Class B Monthly Interest") with
respect to the Class B Certificate on any Distribution Date shall be an amount
equal to the product of (i) the Class B Certificate Rate for the related
Interest Period, (ii) the outstanding principal balance of the Class B
Certificate as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal made to the Class B
Certificateholder on such preceding Distribution Date) and (iii) a fraction,
the numerator of which is the actual number of days elapsed in such Interest
Period and the denominator of which is 365.
(c) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the aggregate Class A Monthly Interest for the Interest
Period applicable to such Distribution Date over (y) the amount which will be
available to be distributed to the Class A Certificateholder on such
Distribution Date in respect thereof pursuant to this Series Supplement. If
the Class A Interest Shortfall with respect to any Distribution Date is
greater than zero, an additional amount ("Additional Class A Interest Amount")
equal to the product of (i) the Class A Certificate Rate for the Interest
Period commencing on the related Distribution Date (or, for subsequent
Interest Periods, the Class A Certificate Rate for such subsequent Interest
Periods), (ii) such Interest Shortfall (or the portion thereof which has not
been paid) and (iii) a fraction, the numerator of which is the actual number
of days elapsed in such Interest Period (or in a subsequent Interest Period)
and the denominator of which is 365, shall be payable as provided herein with
respect to the Class A Certificate on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such Class A
Interest Shortfall is paid. Notwithstanding anything to the contrary herein,
the Additional Class A Interest Amount shall be payable or distributed to the
Class A Certificateholder only to the extent permitted by applicable law.
(d) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Carry-over
Shortfall"), of (x) the Class A Carry-over Amount, if any, for such
Distribution Date over (y) the amount which will be available to be
distributed in respect thereof to the Class A Certificateholder on such
Distribution Date pursuant to this Series Supplement. If the Class A
Carry-over Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Additional Class A Carry-over Amount") equal to
the product of (i) the Class A Certificate Rate (calculated pursuant to clause
(a) of the definition thereof) for the Interest Period commencing on the
related Distribution Date (or, for subsequent Interest Periods, the Class A
Certificate Rate (calculated pursuant to clause (a) of the definition thereof)
for such subsequent Interest Periods), (ii) such Class A Carry-over Shortfall
(or the portion thereof which has not been paid) and (iii) a fraction, the
numerator of which is the actual number of days elapsed in such Interest
Period (or in a subsequent Interest Period) and the denominator of which is
365, shall be payable as provided herein with respect to the Class A
Certificate on each Distribution Date following such Distribution Date to the
Distribution Date on which such Class A Carry-over Shortfall is paid.
Notwithstanding anything to the contrary herein, any Additional Class A
Carry-over Amount shall be
20
payable or distributed to the Class A Certificateholder only to the extent
permitted by applicable law.
(e) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest
Shortfall"), of (x) the aggregate Class B Monthly Interest for the Interest
Period applicable to such Distribution Date over (y) the amount which will be
available to be distributed to the Class B Certificateholder on such
Distribution Date in respect thereof pursuant to this Series Supplement. If
the Class B Interest Shortfall with respect to any Distribution Date is
greater than zero, an additional amount ("Additional Class B Interest Amount")
equal to the product of (i) the Class B Certificate Rate for the Interest
Period commencing on the related Distribution Date (or, for subsequent
Interest Periods, the Class B Certificate Rate for such subsequent Interest
Periods), (ii) such Class B Interest Shortfall (or the portion thereof which
has not been paid) and (iii) a fraction, the numerator of which is the actual
number of days elapsed in such Interest Period (or in a subsequent Interest
Period) and the denominator of which is 365, shall be payable as provided
herein with respect to the Class B Certificate on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class B Interest Shortfall is paid. Notwithstanding anything to the
contrary herein, the Additional Class B Interest Amount shall be payable or
distributed to the Class B Certificateholder only to the extent permitted by
applicable law.
(f) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Carry-over
Shortfall"), of (x) the Class B Carry-over Amount, if any, for such
Distribution Date over (y) the amount which will be available to be
distributed in respect thereof to the Class B Certificateholder on such
Distribution Date pursuant to this Series Supplement. If the Class B
Carry-over Shortfall on any Distribution Date is greater than zero, an
additional amount (the "Additional Class B Carry-over Amount") equal to the
product of (i) the Class B Certificate Rate (calculated pursuant to clause (a)
of the definition thereof) for the Interest Period commencing on the related
Distribution Date (or, for subsequent Interest Periods, the Class B
Certificate Rate (calculated pursuant to clause (a) of the definition thereof)
for such subsequent Interest Periods), (ii) such Class B Carry-over Shortfall
(or the portion thereof which has not been paid), and (iii) a fraction, the
numerator of which is the actual number of days elapsed in such Interest
Period (or in a subsequent Interest Period) and the denominator of which is
365, shall be payable as provided herein with respect to the Class B
Certificate on each Distribution Date following such Distribution Date to the
Distribution Date on which such Class B Carry-over Shortfall is paid.
Notwithstanding anything to the contrary herein, any Additional Class B
Carry-over Amount shall be payable or distributed to the Class B
Certificateholder only to the extent permitted by applicable law.
21
SECTION 4.3 Determination of Monthly Principal
The amount of monthly principal ("Monthly Principal") distributable with
respect to the Series 1995-1 Investor Master Custodial Certificates on each
Distribution Date with respect to the Revolving Period, on each Distribution
Date with respect to any Series 1995-1 Early Amortization Period and on each
Controlled Amortization Period Principal Distribution Date with respect to the
Controlled Amortization Period shall be equal to the Available Investor
Principal Collections with respect to such Distribution Date; provided,
however, that for each Distribution Date during the Revolving Period, Monthly
Principal shall not exceed the Required Initial Invested Amount Reduction
Amount, and provided, further, that for each Controlled Amortization Period
Principal Distribution Date, 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 Investor Master Custodial Certificates.
SECTION 4.4 Establishment of Reserve Fund, Yield Supplement
Account and Principal Funding Account
(a) (i) The Custodian, as agent for and on behalf of the Series 1995-1
Master Custodial Certificateholders, shall cause to be established and
maintained at the Custodian an Eligible Deposit Account (the "Reserve Fund")
which shall be identified as the "Reserve Fund for the Master Custodial and
Servicing Agreement, Series 1995-1" and shall bear a designation clearly
indicating that the funds deposited therein belong to the Series 1995-1 Master
Custodial Certificateholders and to the Seller as their interests appear
herein. On the Closing Date, the Seller shall cause to be deposited in the
Reserve Fund the Initial Reserve Fund Deposit Amount. On each Invested Amount
Increase Date, the Seller shall cause to be deposited in the Reserve Fund an
amount sufficient to make the amount on deposit in the Reserve Fund equal to
the Reserve Fund Required Amount.
(ii) At the direction of the Servicer, funds on deposit in the Reserve
Fund shall be invested by the Custodian in Eligible Investments selected by
the Servicer that will mature so that such funds will be available at the
close of business on or before the Business Day next preceding the following
Distribution Date. All Eligible Investments shall be held by the Custodian as
agent for and on behalf of the Series 1995-1 Master Custodial
Certificateholders and the Seller as their interests appear herein. 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
4.6(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 Custodian, as agent for and on behalf of the Series 1995-1
Master Custodial Certificateholders, shall establish and maintain at the
Custodian an
22
Eligible Deposit Account (the "Yield Supplement Account"), which shall be
identified as the "Yield Supplement Account for the Master Custodial and
Servicing Agreement, Series 1995-1" and shall bear a designation clearly
indicating that the funds deposited therein belong to the Series 1995-1 Master
Custodial Certificateholders and to the Seller as their interests appear
herein. On the Closing Date, the Seller shall cause to be deposited into the
Yield Supplement Account the Initial Yield Supplement Account Deposit Amount.
On each Invested Amount Increase Date, the Seller shall cause to be deposited
in the Yield Supplement Account an amount sufficient to make the amount on
deposit in the Yield Supplement Account equal to the Yield Supplement Account
Required Amount.
(ii) At the direction of the Servicer, funds on deposit in the Yield
Supplement Account shall be invested by the Custodian in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the
Custodian as agent for and on behalf of the Series 1995-1 Master Custodial
Certificateholders and the Seller as their interests appear herein. On each
Distribution Date, all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Yield Supplement Account
shall be applied as set forth in Section 4.6(a) of this Series Supplement.
Funds deposited in the Yield Supplement Account on any Distribution Date shall
be invested at the direction of the servicer in Eligible Investments that will
mature so that such funds will be available on or before the close of business
on the Business Day preceding the next following Distribution Date. Funds
deposited in the Yield Supplement Account on a Business Day (which immediately
precedes a Distribution Date) upon the maturity of any Eligible Investments
are not required to be invested overnight.
(c) (i) The Custodian, as agent for and on behalf of the Series 1995-1
Master Custodial Certificateholders, shall establish and maintain at the
Custodian an Eligible Deposit Account (the "Principal Funding Account") which
shall be identified as the "Principal Funding Account for the Master Custodial
and Servicing Agreement, Series 1995-1" and shall bear a designation clearly
indicating that the funds deposited therein belong to the Series 1995-1 Master
Custodial Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Principal
Funding Account shall be invested by the Custodian in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the
Custodian as agent for and on behalf of the Series 1995-1 Master Custodial
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 4.6(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. Funds
deposited in the Principal Funding Account on a Business Day (which
immediately precedes the applicable Distribution Date) upon the maturity of
any Eligible Investments are not required to be invested overnight.
23
(d) (i) The Series 1995-1 Master Custodial Certificateholders shall
possess all right, title and interest in and to all funds on deposit from time
to time in, and all Eligible Investments credited to, the Reserve Fund, the
Yield Supplement Account and the Principal Funding Account (collectively, the
"Series 1995-1 Accounts") and in all proceeds thereof, except to the extent of
the interest of the Seller therein to the extent expressly set forth in this
Series Supplement. The Series 1995-1 Master Custodial Certificateholders
agree, by acceptance of their Master Custodial Certificates and without
further action, that all such funds and Eligible Investments shall be
maintained, invested and disbursed in accordance with this Series Supplement
and the Series 1995-1 Master Custodial Certificateholders hereby authorize and
empower the Custodian and the Servicer to maintain, invest and disburse such
funds and Eligible Investments in accordance with this Series Supplement. If,
at any time, any of the Series 1995-1 Accounts ceases to be an Eligible
Deposit Account, the Custodian (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) or (c)(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. None of the Seller,
the Servicer, the Custodian nor any person or entity claiming by, through or
under the Seller, the Servicer, the Custodian 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.
The account number of each Series 1995-1 Account, the account designation of
each such account and the name of the institution with which such account has
been established shall be as set forth in Exhibit E attached hereto. If a
substitute Series 1995-1 Account is established pursuant to this Section or if
any information set forth in Exhibit E should change, the Servicer prior to
making any deposits therein shall provide to the Custodian an amended Exhibit
E, 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
Custodian, to make withdrawals and payments or to instruct the Custodian to
make withdrawals and payments from the Series 1995-1 Accounts for the purposes
of carrying out the Servicer's or Custodian's duties hereunder.
(e) Unless otherwise agreed to by the Rating Agencies, at no time may
Eligible Investments in a principal amount equal to more than 10% of the
outstanding principal balance of the Series 1995-1 Investor Master Custodial
Certificates be invested in Eligible Investments (other than obligations of
the Canadian government) of any single entity or its Affiliates.
24
SECTION 4.5 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) Monthly Interest previously due but not distributed to the Series 1995-1
Master Custodial Certificateholders on a prior Distribution Date, (iii)
Additional Interest Amount, if any, for such Distribution Date and any
Additional Interest Amount previously due but not distributed to the Series
1995-1 Master Custodial Certificateholders on a prior Distribution Date, (iv)
the Series 1995-1 Monthly Servicing Fee, if any, 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) if such
Distribution Date constitutes the earlier of the Final Payment Date and the
Termination Date, the sum of (A) the amount of any Carry-over Amount for such
Distribution Date, (B) the amount of any Carry-over Amount previously due but
not previously distributed to relevant Series 1995-1 Certificateholders on a
prior Distribution Date, (C) the amount of any Additional Carry-over Amount
for such Distribution Date and (D) the amount of any Additional Carry-over
Amount previously due but not previously paid to relevant Series 1995-1
Certificateholders on a prior Distribution Date, in each case that will not be
satisfied on such date by application, pursuant to Section 4.8(c), of amounts
on deposit in the Yield Supplement Account, exceeds (b) the sum of (i)
Investor Non-Principal Collections for such Distribution Date, Available
Seller's Non-Principal Collections for such Distribution Date and any
Investment Proceeds with respect to such Distribution Date and (ii) the amount
of funds in the Reserve Fund which are available pursuant to Section 4.8(a) to
cover any portion of the Deficiency Amount. The lesser of the Deficiency
Amount and the Available Subordinated Amount shall be the "Required
Subordination Draw Amount".
SECTION 4.6 Application of Investor Non-Principal Collections, Available
Seller's Non-Principal Collections, Investment Proceeds,
Available Investor Principal Collections and Subordination
of Class B Certificate
The Servicer shall cause the Custodian to apply, on each Distribution
Date, Investor Non-Principal Collections, Available Seller's Non-Principal
Collections, Investment Proceeds and Available Investor Principal Collections
to make the following distributions:
(a) On each Distribution Date, an amount equal to the sum of Investor
Non-Principal Collections, Available Seller's Non-Principal Collections and
any Investment Proceeds with respect to such Distribution Date will be
distributed in the following priority:
25
(i) first, an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest previously
due but not distributed to the Class A Certificateholder on a prior
Distribution Date, plus the amount of any Class A Additional Interest Amount
for such Distribution Date and any Class A Additional Interest Amount
previously due but not distributed to the Class A Certificateholder on a prior
Distribution Date, shall be distributed to the Class A Certificateholder in
accordance with Section 4.7(a);
(ii) second, an amount equal to the Series 1995-1 Monthly
Servicing Fee, if any, for such Distribution Date shall be distributed to the
Successor Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(iii) third, an amount equal to the Investor Default Amount for
such Distribution Date shall be distributed in the same manner and treated as
a portion of Investor Principal Collections for such Distribution Date;
(iv) fourth, an amount equal to the Reserve Fund Deposit Amount,
if any, for such Distribution Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the Class A Carry-over Amount, if
any, for such Distribution Date, plus the amount of any Class A Carry-over
Amounts previously due but not distributed to the Class A Certificateholder on
a prior Distribution Date, plus the amount of any Additional Class A
Carry-over Amount for such Distribution Date and any Additional Class A
Carry-over Amounts previously due but not distributed to the Class A
Certificateholder on a prior Distribution Date shall be distributed to the
Class A Certificateholder in accordance with Section 4.7(a);
(vi) sixth, an amount equal to the Yield Supplement Account
Deposit Amount, if any, for such Distribution Date shall be deposited in the
Yield Supplement Account;
(vii) seventh, an amount equal to Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to the Class B Certificateholder on a prior
Distribution Date, plus the amount of any Class B Additional Interest Amount
for such Distribution Date and any Class B Additional Interest Amount
previously due but not distributed to the Class B Certificateholder on a prior
Distribution Date, shall be distributed to the Class B Certificateholder in
accordance with Section 4.7(a);
(viii) eighth, an amount equal to the Class B Carry-over Amount,
if any, for such Distribution Date, plus the amount of any Class B Carry-over
Amount previously due but not distributed to the Class B Certificateholder on
a prior Distribution Date, plus the amount of any Additional Class B
Carry-over Amount for such Distribution Date and
26
any Additional Class B Carry-over Amount, previously due but not distributed
to the Class B Certificateholder on a prior Distribution Date shall be
distributed to the Class B Certificateholder in accordance with Section
4.7(a);
(ix) ninth, the balance, if any, shall constitute Excess Income
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 the Available Investor Principal Collections will be
distributed in the following priority: (i) first, an amount equal to the
Required Initial Invested Amount Reduction Amount, together with all Required
Initial Invested Amount Reduction Amounts not previously distributed to the
Class A Certificateholder on a prior Distribution Date shall be distributed to
the Class A Certificateholder, and (ii) second, an amount equal to the
balance, if any, of such amount of Available Investor Principal Collections
not so distributed in (i) above shall be treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the Agreement.
(c) On each Distribution Date with respect to a Series 1995-1 Early
Amortization Period or on each Controlled Amortization Period Principal
Distribution Date with respect to the Controlled 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 (or, in the case of an Controlled Amortization Period, such
Controlled Amortization Period Principal Distribution Date) shall be deposited
by the Servicer or the Custodian into the Principal Funding Account; and
(ii) second, for each Controlled Amortization Period Principal
Distribution Date with respect to the Controlled Amortization Period unless a
Series 1995-1 Early Amortization Event has occurred, after giving effect to
the transactions referred to in clause (i) above, an amount equal to the
balance, if any, of such Available Investor Principal Collections shall be
treated as Excess Principal Collections and applied in accordance with Section
4.04 of the Agreement and Section 4.11 hereof.
(d) Except as specifically provided in this Series Supplement, the Class
B Certificate is hereby made subordinate and junior in right of payment to the
Class A Certificate. Except as so provided, upon any payment from the
Collection Account or the Principal Funding Account, no amount shall be paid
by the Servicer or the Custodian, nor shall the Class B Certificateholder take
or receive any payment from the Servicer, the Seller or the Custodian in
respect of the principal or interest on such Class B Certificate unless and
until the principal of such Class A Certificate which shall be then due and
payable and all Class A Monthly Interest, Additional Class A Interest Amount,
Class A Carry-over Amount or Additional Class A Carry-over Amount thereon
which shall be then
27
due and payable shall have been paid in full (or such payment shall have been
duly provided for).
(e) If, notwithstanding the provisions of Section 4.6(d), any payment or
distribution shall be received by the Class B Certificateholder before all
principal and interest owing on the Class A Certificate shall have been paid
in full in accordance with the terms thereof, such payment or distribution
shall be held by the Class B Certificateholder in trust for the benefit of,
and shall be paid over or delivered to, the Class A Certificateholder,
rateably according to the aggregate amount remaining unpaid on the Class A
Certificate held by each, to the extent necessary to pay or satisfy all
principal and interest owing thereon in full, in accordance with the terms
thereof.
SECTION 4.7 Distributions to Series 1995-1 Master Custodial
Certificateholders.
(a) The Servicer shall cause the Custodian to make the following
distributions at the following times from the Collection Account, the Reserve
Fund, the Yield Supplement Account and the Principal Funding Account:
(i) on each Distribution Date, all amounts on deposit in the
Collection Account, the Reserve Fund or the Yield Supplement Account as are
payable to the Series 1995-1 Master Custodial Certificateholders with respect
to Monthly Interest, Additional Interest Amount, any Carry-over Amount or
Additional Carry-over Amount will be distributed to the relevant Series 1995-1
Master Custodial Certificateholders;
(ii) on each Special Payment Date, all amounts on deposit in the
Principal Funding Account, up to a maximum amount on any such day equal to the
excess of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates over the amount of unreimbursed Investor
Charge-Offs, will be distributed to the Series 1995-1 Master Custodial
Certificateholders, provided, however, that no amount shall be paid under this
Section 4.7(a)(ii) by the Servicer or the Custodian to the Class B
Certificateholder, nor shall the Class B Certificateholder take or receive
from the Custodian or the Servicer any amount under this Section 4.7(a)(ii)
until the outstanding principal balance of the Class A Certificate has been
reduced to zero; and
(iii) on each Controlled Amortization Period Principal
Distribution Date, the Controlled Distribution Amount, and on each Invested
Amount Reduction Date, the Required Initial Invested Amount Reduction Amount,
will be distributed to the Series 1995-1 Master Custodial Certificateholders
from amounts on deposit in the Principal Funding Account to the extent
available therein, provided, however, that no amount shall be paid under this
Section 4.7(a)(iii) by the Servicer or the Custodian to the Class B
Certificateholder, nor shall the Class B Certificateholder take or receive
from the Custodian or the Servicer any amount under this Section 4.7(a)(iii)
until, in the case of a Controlled Amortization Period Principal Distribution
Date, the Class A Certificateholder shall have received that portion of the
Controlled Distribution Amount attributable to it
28
and, in the case of an Invested Amount Reduction Date, the Class A
Certificateholder shall have received that portion of the Required Initial
Invested Amount Reduction Amount attributable to it.
(b) The distributions to be made pursuant to Section 4.7(a) are subject
to the provisions of Sections 2.03, 10.01 and 12.02 of the Agreement and
Section 8.1 of this Series Supplement.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, to the extent there are any amounts owing to the Series
1995-1 Master Custodial Certificateholders hereunder subsequent to the
reduction of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates to zero, such amounts shall be distributed to
the Series 1995-1 Master Custodial Certificateholders from Available Seller's
Collections.
SECTION 4.8 Application of Reserve Fund, Available
Subordinated Amount, Yield Supplement Account
and Subordination of Class B Certificate
(a) If the portion of Investor Non-Principal Collections, Available
Seller's Non-Principal Collections and Investment Proceeds allocated to Series
1995-1 Master Custodial Certificateholders on any Distribution Date pursuant
to Section 4.6(a) is not sufficient to make the entire distributions required
on such Distribution Date by Sections 4.6(a)(i), (ii) and (iii), the Servicer
shall cause the Custodian to withdraw funds from the Reserve Fund, to the
extent available therein, and apply such funds to complete the distributions
pursuant to Sections 4.6(a)(i), (ii) and (iii) in that order of priority;
provided, however, that during a Series 1995-1 Early Amortization Period
(other than a Series 1995-1 Early Amortization Period which has ended as
described in clause (c) of the definition of Early Amortization Period) funds
shall not be withdrawn from the Reserve Fund to make distributions otherwise
required by Section 4.6(a)(iii) to the extent that, after giving effect to
such withdrawal, the amount on deposit in the Reserve Fund shall be less than
the product of (x) 0.25% and (y) the outstanding balance of the Series 1995-1
Investor Master Custodial Certificates.
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, and such Distribution Date is not the earlier of the Final
Payment Date and the Termination Date, the Servicer shall apply or cause the
Custodian to apply the Available Seller's Principal Collections on deposit in
the Collection Account on such Distribution Date, but only up to the amount of
the Required Subordination Draw Amount, to make the distributions required by
Sections 4.6(a)(i), (ii) and (iii) that have not been made through the
application of funds from the Reserve Fund in accordance with the preceding
paragraph. If there is a Required Subordination Draw Amount for such
Distribution Date, and such Distribution Date is the Final Payment Date, the
Servicer shall apply or cause the Custodian to apply the Available Seller's
Collections on deposit in the Collection
29
Account on such Distribution Date, but only up to the amount of the Required
Subordination Draw Amount, to make the distributions required by Sections
4.6(a)(i), (ii), (iii) and (v) that have not been made through the application
of funds from the Reserve Fund in accordance with Section 4.8(d). Any such
Available Seller's Principal Collections remaining after the application
thereof pursuant to the first or second preceding sentence, as applicable, and
any Available Seller's Non-Principal Collections remaining after the
application thereof pursuant to Section 4.8(a) 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 4.5(a)(vi). The amount of the Available Seller's
Principal Collections applied in accordance with the first two sentences of
this section shall reduce the Available Subordinated Amount as described in
clause (I) of the definition thereof. If the Required Subordination Draw
Amount exceeds Available Seller's Collections for such Distribution Date, the
Available Subordinated Amount shall be further reduced by the amount of such
excess, but not by more than the sum of (x) the Investor Default Amount and
(y) an amount of unpaid Adjustment Payments allocated to Series 1995-1 as
described in Section 4.5(a)(vi).
(c) If, on any Distribution Date there is a Carry-over Amount remaining
after the application of Section 4.6(a), the Servicer shall cause the
Custodian to apply the amounts on deposit, to the extent available, in the
Yield Supplement Account up to the amount of such remaining Carry-over Amount
to satisfy such Carry-over Amount. If, after the application of amounts on
deposit in the Yield Supplement Account, there remains a Class A Carry-over
Amount which is not satisfied, the Servicer shall cause the Custodian to apply
amounts otherwise payable to the Class B Certificateholder pursuant to Section
4.6(a) to satisfy such Class A Carry-over Amount.
(d) If, after giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund made pursuant to Sections 4.1(c), 4.4,
4.6(a) and 4.8(a), the amount in the Reserve Fund is greater than the Reserve
Fund Required Amount (or, for any Distribution Date with respect to a Series
1995-1 Early Amortization Period, the Excess Reserve Fund Required Amount) for
such Distribution Date, the Servicer shall cause the Custodian to distribute
such excess amount to the Seller, subject to the proviso contained in Section
4.8(h). On the Termination Date, any funds in the Reserve Fund will be treated
as Available Investor Principal Collections. Upon payment in full of the
outstanding principal balance of the Series 1995-1 Investor Master Custodial
Certificates, any funds remaining on deposit in the Reserve Fund shall be paid
to the Seller.
(e) If, for any Distribution Date with respect to a Series 1995-1 Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Sections 4.1(c), 4.4,
4.6(a) and 4.8(a), the amount in the Reserve Fund is less than the Excess
Reserve Fund Required Amount for such Distribution Date, the Custodian shall
deposit any remaining Available Seller's Collections on deposit in the
Collection Account for such Distribution Date into the
30
Reserve Fund until the amount in the Reserve Fund is equal to such Excess
Reserve Fund Required Amount.
(f) If, after giving effect to the allocations of, distributions from,
and deposits in, the Yield Supplement Account made pursuant to Sections 4.6(a)
and 4.8(c) the amount in the Yield Supplement Account is greater than the
Yield Supplement Account Required Amount for such Distribution Date, other
than during a Series 1995-1 Early Amortization Period (other than a Series
1995-1 Early Amortization Period which has ended as described in clause (c) of
the definition of Early Amortization Period), the Servicer shall cause the
Custodian to distribute such excess amount to the Seller, subject to the
proviso contained in Section 4.8(h). On the Termination Date, any funds in the
Yield Supplement Account will be treated as Available Investor Principal
Collections. Upon payment in full of the outstanding principal balance of the
Series 1995-1 Investor Master Custodial Certificates, any funds remaining on
deposit in the Yield Supplement Account shall be paid to the Seller.
(g) If, on the Final Payment Date, after giving effect to (f) above,
there is a Carry-over Amount or Additional Carry-over Amount after giving
effect to withdrawals from the Yield Supplement Account on such date, the
Servicer shall cause the Custodian to withdraw funds in the amount of such
Carry-over Amount or Additional Carry-over Amount from the Reserve Fund (to
the extent available therein), and distribute such funds to the Series 1995-1
Master Custodial Certificateholders, first to pay any Class A Carry-over
Amount or Additional Class A Carry-over Amount and second to pay any Class B
Carry-over Amount or Additional Class B Carry-over Amount. Any funds remaining
on deposit in the Reserve Fund after the earlier of (i) payment in full of the
outstanding principal balance of the Series 1995-1 Investor Master Custodial
Certificates and (ii) the Termination Date shall be paid to the Seller.
(h) The balance of Available Seller's Collections on any Distribution
Date, after giving effect to any distributions thereof pursuant to Section 4.6
and this Section 4.8(a), (b), (d), (e), (f) and (g) shall be distributed to
the Seller on such Distribution Date; provided that, in the case of any
remaining Available Seller's Collections (or funds on deposit in the Reserve
Fund or the Yield Supplement Account), if the Custodial Available Subordinated
Amount for the immediately preceding Determination Date exceeds the Seller's
Invested Amount on such date (determined after giving effect to any Principal
Receivables transferred to the Custodian on such Distribution Date), such
remaining Available Seller's Collections (or funds) shall be paid to the
Seller only at the time the Seller's Invested Amount exceeds the Custodial
Available Subordinated Amount for the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the following Distribution Date).
31
SECTION 4.9 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 ("Investor
Charge-Offs") of the excess of such Deficiency Amount over any remaining
Available Subordinated Amount on such Determination Date, but not by more than
the Investor Default Amount. Investor Charge-Offs shall thereafter be
reimbursed and the Invested Amount increased (but not by an amount in excess
of the aggregate unreimbursed Investor Charge-Offs on any Distribution Date)
by the sum of (a) Allocable Miscellaneous Payments with respect to such
Distribution Date and (b) the amount of Excess Income allocated and available
for that purpose pursuant to Section 4.10(a).
SECTION 4.10 Excess Income
The Servicer shall cause the Custodian to apply, on each Distribution
Date, Excess Income 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 4.9 (after
giving effect to the allocation on such Distribution Date of any amount for
that purpose pursuant to Section 4.9) shall be treated as a portion of
Investor Principal Collections with respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of the Series
1995-1 Monthly Servicing Fee, if any, which have been previously waived
pursuant to Section 3.1 shall be distributed to the Servicer; and
(c) the balance, if any, shall be distributed to the Seller.
SECTION 4.11 Excess Principal Collections
(a) That portion of Excess Principal Collections for any Distribution
Date equal to the amount of Series 1995-1 Excess Principal Collections for
such Distribution Date will be allocated to Series 1995-1 and will be
distributed as set forth in this Series Supplement.
(b) Series 1995-1 Excess Principal Collections, with respect to any
Distribution Date, shall mean an amount equal to the Series 1995-1 Principal
Shortfall for such Distribution Date; provided, however, that, if the
aggregate amount of Excess Principal Collections for all Series for such
Distribution Date is less than the aggregate amount of
32
Principal Shortfalls for all Series for such Distribution Date, then Series
1995-1 Excess Principal Collections for such Distribution Date shall equal the
product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series
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 Controlled
Amortization Period Principal Distribution Date, the Controlled Distribution
Amount or (y) for any Distribution Date with respect to a Series 1995-1 Early
Amortization Period, the Invested Amount, or (z) for any Invested Amount
Reduction Date, the Required Initial Invested Amount Reduction Amount over
(ii) Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Excess Principal Collections).
SECTION 4.12 Increases or Decreases in Invested Amount
(a) If at the close of business on the last day of any Collection Period
during the Revolving Period or Controlled Amortization Period the Pool Balance
as of such day is less than the Required Participation Amount as of the
following Distribution Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date
but prior to giving effect to any change therein as a result of the provisions
of this Section 4.12 and the corresponding provisions of any other
Supplement), then on the first Determination Date following the end of such
Collection Period, the Servicer shall, subject to the provisions set forth
below in Section 4.12(b), instruct the Custodian (and notify the Purchasers
thereof) to withdraw from the Collection Account and deposit in the Principal
Funding Account from the amounts to be paid to the Seller pursuant to Section
4.04(b) of the Agreement (or from Unallocated Principal Collections), on the
immediately succeeding Distribution Date (an "Invested Amount Reduction
Date"), an amount equal to the Required Initial Invested Amount Reduction
Amount. In connection with the foregoing, the Seller shall endeavour (taking
into account any seasonality experienced in the Accounts) to minimize the
frequency and amounts of Required Initial Invested Amount Reduction Amounts.
(b) If at the close of business on the last day of any Collection Period
during the Revolving Period, the Pool Balance as of such day is greater than
the Required Participation Amount as of the following Distribution Date (after
giving effect to the allocations, distributions, withdrawals and deposits to
be made on such Distribution Date but prior to giving effect to any change
therein as a result of the provisions of this Section 4.12 and the
corresponding provisions of any other Supplement), then on the first
Determination Date following the end of such Collection Period, the Servicer
shall notify the Purchasers, the Custodian and the Seller of the Required
Initial Invested Amount Increase Amount, and on the immediately succeeding
Distribution Date (an "Invested Amount Increase Date") the Class A
Certificateholder shall deposit to the Principal Funding Account and the
Servicer shall instruct the Custodian to withdraw from the Principal Funding
Account an amount equal to the Required Initial Invested Amount
33
Increase Amount. Such Principal Funding Account withdrawal shall be in payment
or partial payment for additional Principal Receivables transferred to the
Custodian or allocated to Series 1995-1 and shall be treated as Excess
Principal Collections.
(c) Any Required Initial Invested Amount Reduction Amount and any
Required Initial Invested Amount Increase Amount (other than a Required
Initial Invested Amount Increase arising pursuant to a request to increase the
Maximum Initial Invested Amount under Exhibit D) shall be borne by the Class A
Certificateholder.
ARTICLE 5
Distributions and Reports
to Series 1995-1 Master Custodial Certificateholders
SECTION 5.1 Distributions
(a) On each Distribution Date, the Servicer shall cause the Custodian to
distribute to each Series 1995-1 Master Custodial Certificateholder of record
on the preceding Record Date (other than as provided in Section 12.02 of the
Agreement respecting a final distribution) such Series 1995-1 Master Custodial
Certificateholder's pro rata share (based on the undivided ownership interest
in the Purchased Property as evidenced by the Series 1995-1 Investor Master
Custodial Certificates held by such Series 1995-1 Master Custodial
Certificateholder) of the amounts on deposit in the Series 1995-1 Accounts as
is payable to the Series 1995-1 Master Custodial Certificateholders on such
Distribution Date pursuant to Section 4.7.
(b) Except as provided in Section 12.02 of the Agreement with respect to
a final distribution, distributions to Series 1995-1 Master Custodial
Certificateholders hereunder shall at the option of the Servicer be made by
wire transfer or by cheque mailed or delivered to each Series 1995-1 Master
Custodial Certificateholder at such Series 1995-1 Master Custodial
Certificateholder's address appearing in the Master Custodial Certificate
Register without presentation or surrender of any Series 1995-1 Master
Custodial Certificate or the making of any notation thereon; provided,
however, that with respect to Series 1995-1 Investor Master Custodial
Certificates registered in the name of the Purchasers subject to the receipt
of the Distribution Date Statement pursuant to Section 5.2 (a) hereof, the
Custodian shall give wire transfer instructions with respect to such
distributions by 10:00 a.m. Toronto time, for wire transfer of such
distributions to the account number for each Purchaser set forth in Exhibit E,
or such other account in Canada as a Purchaser shall specify to the Servicer
and Custodian in writing from time to time in immediately available funds.
Subject to receipt of the Distribution Date Statement pursuant to Section
5.2(a) hereof, not later than 12:00 p.m., Toronto time, on the Business Day
preceding the applicable Distribution Date with respect to such distributions,
the Custodian shall provide confirmation to each of the Purchasers of its
intention to effect such wire transfer on such Distribution Date.
34
SECTION 5.2 Reports and Statements to Series 1995-1 Master Custodial
Certificateholders
(a) At least two Business Days prior to each Distribution Date, the
Servicer will provide to the Custodian, to the Purchasers, and on each
Distribution Date, the Custodian shall forward to each Series 1995-1 Master
Custodial Certificateholder, a statement substantially in the form of Exhibit
C prepared by the Servicer setting forth certain information relating to the
Purchased Property and the Series 1995-1 Investor Master Custodial
Certificates.
(b) As soon as practicable after the first day of each calendar year,
beginning with calendar year 1996, the Custodian shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year
was a Series 1995-1 Master Custodial Certificateholder, a statement prepared
by the Servicer containing the information which is required to be contained
in the statement to Series 1995-1 Master Custodial Certificateholders as set
forth in paragraph (a) above, aggregated for such preceding calendar year or
the applicable portion thereof during which such Person was a Series 1995-1
Master Custodial Certificateholder, together with other information as is
necessary to enable the Series 1995-1 Master Custodial Certificateholders to
prepare their Canadian federal and provincial income and capital tax returns.
Such obligation of the Custodian shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Custodian.
(c) Each of the Custodian, the Servicer and the Seller shall, upon
reasonable notice and during normal business hours, in connection with any
assessment, reassessment or audit of any Series 1995-1 Master Custodial
Certificateholder under or pursuant to any relevant Canadian federal or
provincial taxing legislation, or any objection to or appeal from such
assessment, reassessment or audit, make available to the affected Series
1995-1 Master Custodial Certificateholder, its advisors and relevant taxing
authorities, all information, records, and documents in its possession
pertaining to the Purchased Assets or the Master Custodial Certificateholder's
ownership interest therein which is relevant to such assessment, reassessment
or audit. The obligations of the Custodian, Seller and Servicer under this
clause shall survive and continue notwithstanding any termination of or final
distribution with respect to this Series Supplement or any termination of
custodial arrangements created under the Agreement.
35
ARTICLE 6
Amortization Events and Controlled Amortization Notice
SECTION 6.1 Additional Amortization Events
(a) The occurrence of any of the following events shall, immediately upon
the occurrence thereof without notice or other action on the part of the
Custodian or the Series 1995-1 Master Custodial Certificateholders, be deemed
to be a Series 1995-1 Early Amortization Event solely with respect to Series
1995-1:
(i) on any Determination Date, the average of the Monthly
Payment Rates for the two preceding Collection Periods is
less than 20%;
(ii) 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;
(iii) any Service Default with respect to Series 1995-1 occurs;
(iv) on any Determination Date, as of the last day of the
preceding collection Period, the aggregate amount of
Principal Receivables relating to Used Vehicles exceeds 20%
of the Pool Balance on such last day;
(v) any Carry-over Amount or Additional Carry-over Amount arises
on six consecutive Distribution Dates;
(vi) the outstanding principal balance of the Series 1995-1
Investor Master Custodial Certificates is not repaid by the
final Controlled Amortization Period Distribution Date;
(vii) either of the Rating Agencies shall have withdrawn its rating
of the Class A Certificate or reduced such rating to a rating
category other than its highest investment category and such
rating is not restored or increased to such highest
investment category within 45 days of such withdrawal or
reduction; or
(viii) CFC fails to perform any covenant contained in Section 10.1.
(b) The Servicer shall as soon as possible and in any event within five
Business Days after the Servicer becomes aware or ought to have become aware
of the occurrence of
36
each Series 1995-1 Early Amortization Event and each event which, with the
giving of notice or lapse of time or both would constitute a Series 1995-1
Early Amortization Event, provide a statement of an officer of the Servicer
setting forth details as to such Series 1995-1 Early Amortization Event or
event and the action which the Servicer has taken or is proposing to take with
respect thereto.
SECTION 6.2 Controlled Amortization Notice
For so long as the Class A Certificateholder is CoRe Trust, upon
the occurrence of an Event of Default, as defined in the Amended and Restated
Trust Indenture between CoRe Trust and the R-M Trust Company, as Trustee,
dated as of the 17th day of June, 1994, as the same may be amended, modified
or supplemented from time to time, which is continuing, either the Seller or
the Class A Certificateholder may at its option deliver to the other, within
five days of becoming aware of such event, a Controlled Amortization Notice.
ARTICLE 7
Purchase of Series 1995-1 Investor Master Custodial Certificates
SECTION 7.1 Appointment
(a) Effective on the Closing Date, each of the Purchasers hereby
irrevocably appoints, empowers and instructs the Custodian, as its agent to
purchase the undivided interest referred to hereinafter in the Account Assets
forming part of the Purchased Property as agent for and on behalf of each of
the Purchasers and to hold the undivided ownership interest referred to
hereinafter in the Purchased Property as agent for and on behalf of each of
the Purchasers and all other Master Custodial Certificateholders as tenants in
common and authorizes, empowers and instructs the Custodian to take in each
Purchaser's name or in its name all actions and exercise on behalf of each of
the Purchasers all rights specifically contemplated in the Agreement or any
Supplement thereto, including this Series Supplement, including the issuance
from time to time of Master Custodial Certificates to the Seller and other
Persons who agree to purchase undivided ownership interests as tenants in
common in the Purchased Property evidenced by the Master Custodial
Certificates, the right to receive and hold for the account of the Master
Custodial Certificateholders all Collections and other amounts relating to the
Account Assets or other Purchased Property and to handle and disburse such
Collections and other amounts in accordance with the Agreement and the
Supplements thereto, including this Series Supplement, the right to appoint
the Servicer and any Successor Servicer, the right to service and administer
the Purchased Property in accordance with the Agreement and the Supplements
thereto, including this Series Supplement, the right to release the Purchased
Property in accordance with the Agreement and the Supplements thereto,
including this Series Supplement (including to permit the Seller or any other
Person to retain possession of some or all of the Purchased Property) and the
37
right to enforce the Account Assets and the obligations of the Seller and the
Servicer under the Agreement and the Supplements thereto, including this
Series Supplement. Each of the Purchasers acknowledges that, except as
expressly set forth in the Agreement and the Supplements thereto, including
this Series Supplement, the authority of the Custodian to take such actions
and exercise such rights thereunder shall be conclusive and neither of the
Purchasers shall, as a Master Custodial Certificateholder, have the right to
possess the Purchased Property or the proceeds thereof or to enforce or
service the Purchased Property on its own behalf. Each of the Purchasers
hereby irrevocably authorizes, empowers and instructs the Custodian to execute
and deliver on its behalf, as attorney-in-fact or otherwise, all such
documents and instruments as may be necessary or desirable to accomplish the
foregoing.
(b) Subject to the terms of the Agreement and the Supplements thereto,
including this Series Supplement, the Custodian agrees to act as the agent for
each of the Purchasers to perform the function and services and exercise the
authority conferred on it by each of the Purchasers pursuant to the Custodial
Agreement and the Supplements thereto, including this Series Supplement.
SECTION 7.2 Series 1995-1 Investor Master Custodial Certificates
Each of the Purchasers acknowledges that its undivided ownership interest
in the Purchased Property is to be evidenced by a Series 1995-1 Investor
Master Custodial Certificate issued and authenticated by the Custodian in
accordance with the Agreement and this Series Supplement. Each of the
Purchasers hereby acknowledges and agrees that the rights and obligations of
the Series 1995-1 Master Custodial Certificateholders will be governed by the
Custodial Arrangement established pursuant to the terms and provisions of the
Agreement and the Supplements thereto, including this Series Supplement. Each
of the Purchasers also hereby acknowledges and agrees that, by acquiring a
Series 1995-1 Investor Master Custodial Certificate and executing this Series
Supplement, it shall be bound by the terms and conditions of the Agreement and
that the rights accruing to it as the Holder of an undivided ownership
interest in the Purchased Property, which is held from time to time by the
Custodian as agent for and on behalf of the Master Custodial
Certificateholders pursuant to the terms and conditions of the Agreement, are
governed by, and may only be exercised in accordance with, the Agreement.
SECTION 7.3 Payment and Delivery of Investor Master Custodial Certificates
On the Closing Date, each of the Purchasers shall deliver a certified
cheque, bank draft or wire transfer in the amount set forth in the notice in
the form of Exhibit D payable to or to the order of the Seller in respect of
its purchase of its undivided ownership interest in the Purchased Property.
The Custodian acknowledges and agrees by its acceptance and execution of this
Series Supplement, to issue and deliver to the Purchasers on the Closing
38
Date, duly executed and authenticated Series 1995-1 Investor Master Custodial
Certificates, against payment therefor by certified cheque, bank draft or wire
transfer, having an initial principal amount equal to such consideration which
payment each of the Purchasers is hereby authorized and directed by the
Custodian to make payable to or to the order of the Seller.
SECTION 7.4 Rights of Seller on Sale of Class A Certificate
In the event that CoRe Trust wishes to sell the Class A Certificate to a
Person or Persons, CoRe Trust shall first procure a bona fide arm's length
offer (the "Offer") for the Class A Certificate which it intends to accept,
and shall give notice of the proposed sale to the Seller (a "Sale Notice"),
including the terms and conditions of the Offer. The Seller may elect, within
10 days of the receipt of a Sale Notice to purchase the Class A Certificate on
the same terms and conditions as are contained in the Offer. Such purchase and
sale shall take place at a time and place mutually convenient to CoRe Trust
and the Seller, but in any event not later than 30 days following receipt of
the relevant Sale Notice by the Seller. In the event the Seller does not elect
to purchase the Class A Certificate in accordance herewith, CoRe Trust may
sell the Class A Certificate pursuant to the Offer.
ARTICLE 8
Final Distributions
SECTION 8.1 Sale of Series 1995-1 Master Custodial Certificateholders'
Interest Pursuant to Section 2.03 of the Agreement;
Distributions Pursuant to Section 7.1 of this Series
Supplement or Section 2.03 or 12.02(c) of the Agreement
(a) The amount to be paid by the Seller to the Collection Account with
respect to Series 1995-1 in connection with a purchase of the Series 1995-1
Master Custodial Certificateholders' Interest pursuant to Section 2.03 of the
Agreement shall equal the Reassignment Amount for the Distribution Date on
which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 8.1 of this Series Supplement or Section 2.03 of
the Agreement or any Series 1995-1 Termination Proceeds deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement, the
Custodian shall, upon receipt of written instructions from the Servicer, not
later than 12:00 noon, Toronto 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
39
amount of accrued and unpaid interest on the unpaid balance of the Series
1995-1 Investor Master Custodial Certificates, plus the amount of any
Additional Interest Amount, any Carry-over Amount or Additional Carry-over
Amount for such Distribution Date or previously due but not paid to Series
1995-1 Master Custodial Certificateholders on any prior Distribution Date, 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
pursuant to Section 8.1 and all other amounts on deposit therein shall be
distributed in full to the Series 1995-1 Master Custodial 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.
ARTICLE 9
Change in Circumstance
SECTION 9.1 Change in Circumstance
If either:
(a) the introduction of or any change (including, without limitation, any
change by way of imposition of a capital or other tax), in or any change in
the interpretation of, any law or regulation by any court or governmental
authority charged with the administration thereof, after the date hereof; or
(b) the compliance by a Purchaser with any guideline or request from any
governmental authority (whether or not having the force of law) adopted,
imposed or made after the date hereof has the effect of
(i) increasing the cost to such Purchaser of purchasing, funding
or maintaining an undivided interest in the Purchased
Property hereunder or agreeing to make such Purchase
hereunder, or reducing the rate of return to such Purchaser
in connection therewith; or
(ii) reducing the amount receivable by such Purchaser with regard
to any Principal Receivable;
the Seller shall, from time to time, upon demand by such Purchaser pay to such
Purchaser that portion of such increased costs incurred, amounts not received
or receivable, or
40
compensation for such reduction in rate of return which is attributable to
purchasing, funding or maintaining an undivided interest in the Purchased
Property hereunder. Such Purchaser shall provide the Seller with a certificate
setting forth its computation of such increased costs, amounts not received or
receivable or reduction in rate of return, which computation may utilize such
averaging and attribution methods such Purchaser believes to be reasonable.
Such certificate shall be prima facie evidence, absent manifest error, of the
amount payable to such Purchaser pursuant to this Section 9.1. Such Purchaser
shall, upon becoming aware of an event or circumstance that is likely to, with
the passage of time or otherwise, entitle it to demand payment pursuant to
this Section 9.1, promptly notify the Seller.
ARTICLE 10
Chrysler Financial Corporation
SECTION 10.1 Covenants of CFC
From the date hereof until the Final Payment Date, CFC covenants with the
Class A Certificateholder that it shall, unless the Class A Certificateholder
otherwise consents in writing:
(a) not consolidate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an
entirety to any Person, and CFC shall not permit any Person to
consolidate with or merge into CFC or convey, transfer or lease its
properties and assets substantially as an entirety to CFC unless:
(i) in case CFC shall consolidate with or merge into another
corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, the
corporation formed by such consolidation or into which CFC is
merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of CFC
substantially as an entirety shall be a corporation organized
and existing under the laws of the United States of America,
any political subdivision thereof or any State thereof and
shall expressly assume in writing the obligations of CFC
under this Section 10.1; and
(ii) CFC and the successor Person have delivered to the Class A
Certificateholder a certificate of a Responsible Officer and
an Opinion of Counsel each stating that such consolidation,
merger, conveyance, transfer or lease comply with this
Section 10.1(a) and that all conditions
41
precedent herein provided for relating to such transaction
have been complied with.
Upon any consolidation with or merger into any other corporation,
or any conveyance, transfer or lease of the properties and assets
of CFC substantially as an entirety in accordance with this Section
10.1(a), the successor corporation formed by such consolidation or
into which CFC is merged or the successor Person to which such
conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of CFC
under the Agreement and this Series Supplement with the same effect
as if such successor had been named as CFC herein, and thereafter
the predecessor corporation shall be relieved of all obligations
and covenants under this Section 10.1.
(b) at any time following the failure of the Seller to perform its
obligations under this Series Supplement and the Agreement,
(including those arising in its capacity as Servicer, if the Seller
is at such time the Servicer) which failure is continuing, ensure
the due performance of all of the obligations of the Seller
(including those arising in its capacity as Servicer, if the Seller
is at such time the Servicer) under this Series Supplement and the
Agreement and, in the event of any failure of the Seller to perform
such obligations, assume all of the liabilities of the Seller
(including those arising in its capacity as Servicer, if the Seller
is at such time the Servicer) hereunder and thereunder; and
(c) make all payments to be made by it in the performance of its
obligations hereunder without set-off or counterclaim and without
deduction or withholding for or on account of any present or future
taxes, levies, imposts, duties, charges, assessments or fees of any
nature (including any interest, penalties and additions thereto)
unless such deduction or withholding is required by any applicable
treaty, law, rule or regulation (as modified by the practice of any
relevant governmental revenue authority then in effect), in which
case it shall pay to the Class A Certificateholder, in addition to
any payment to which the Class A Certificateholder is otherwise
entitled under this Series Supplement or the Agreement, such
additional amount as is necessary to ensure that the net amount
actually received by the Class A Certificateholder will equal the
full amount the Class A Certificateholder would have received had
no such deduction or withholding been required.
42
ARTICLE 11
Miscellaneous Provisions
SECTION 11.1 Ratification of Agreement
As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken and construed as one and the same
instrument.
SECTION 11.2 Counterparts
This Series Supplement may be executed in two or more counterparts (and
by different parties on separate counterparts) each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
SECTION 11.3 GOVERNING LAW
THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE
LAWS OF CANADA APPLICABLE THEREIN, WITHOUT REFERENCE TO ITS
43
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller, the Servicer, the Purchasers and the
Custodian have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHRYSLER CREDIT CANADA LTD.,
Seller and Servicer,
by: "X.X. XXXXXXXX"
THE ROYAL TRUST COMPANY,
Custodian,
by: "X.X. XXXXX"
by: "XXXXXXX X. XXXXX"
CORE TRUST, Purchaser, by its Servicing
Agent, Toronto Dominion Securities Inc.
by: "X.X. XXXXX"
by:___________________________________
44
AUTO RECEIVABLES CORPORATION,
Purchaser
by: "X.X. XXXXXXXX"
CHRYSLER FINANCIAL CORPORATION,
Performance Guarantor
by: "X.X. XXXXXXXX"
EXHIBIT A
FORM OF CLASS A CERTIFICATE
(FORM OF FACE OF CLASS A MASTER CUSTODIAL CERTIFICATE, Series
1995-1)
THIS MASTER CUSTODIAL CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS MASTER
CUSTODIAL CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
IN ADDITION, NEITHER THIS MASTER CUSTODIAL CERTIFICATE NOR ANY PORTION
THEREOF HAS BEEN NOR WILL BE QUALIFIED FOR SALE UNDER THE SECURITIES LAW OF
CANADA OR ANY PROVINCE OR TERRITORY THEREOF AND NEITHER THIS MASTER CUSTODIAL
CERTIFICATE NOR ANY PORTION THEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN CANADA OR TO, OR FOR THE ACCOUNT OF, ANY RESIDENT OF CANADA,
EXCEPT PURSUANT TO A VALID EXEMPTION FROM SUCH SECURITIES LAWS.
THIS MASTER CUSTODIAL CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE MASTER CUSTODIAL AND SERVICING AGREEMENT REFERRED TO HEREIN.
No.
MASTER CUSTODIAL CERTIFICATE, Series 1995-1, CLASS A
THIS CERTIFICATE EVIDENCES AN UNDIVIDED OWNERSHIP
INTEREST IN CERTAIN ASSETS HELD BY THE CUSTODIAN
AS AGENT FOR AND ON BEHALF OF THE HOLDER HEREOF
AND ALL OTHER HOLDERS OF MASTER
CUSTODIAL CERTIFICATES AS TENANTS IN COMMON
AS PROVIDED IN THE MASTER CUSTODIAL AND
SERVICING AGREEMENT REFERRED TO ON THE REVERSE HEREOF.
The assets so held consist primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing arrangements
(the "Accounts") of Chrysler Credit Canada Ltd. (the "Seller") meeting certain
eligibility criteria. The principal amount of this certificate (the "Series
1995-1 Class A Certificate") on the date hereof is $80,000,000 and the balance
at any time thereafter equals that portion of the Initial Invested Amount (as
defined in the Series 1995-1 Supplement referred to on the reverse hereof)
which is attributable from time to time to the Holder of this Series 1995-1
Class A Certificate less, without duplication, distributions of principal
thereon pursuant to the terms of the Master Custodial and Servicing Agreement
referred to on the reverse hereof. This Series 1995-1 Class A Certificate does
not represent an interest in or obligation of the Seller or any affiliate
thereof or the Custodian except as specifically provided for in the Master
Custodial and Servicing Agreement referred to on the reverse hereof.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Custodian by manual signature, this Series 1995-1 Class A
Certificate shall not entitle the Holder to any benefit under the Master
Custodial and Servicing Agreement referred to on the reverse hereof, or be
valid for any purpose.
2
THIS Series 1995-1 CLASS A CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF ONTARIO AND THE
LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO THEIR
CONFLICT OF LAW PROVISIONS.
IN WITNESS WHEREOF, the Custodian has caused this Series 1995-1 Class A
Certificate to be duly executed.
Dated: September 20, 1995
THE ROYAL TRUST COMPANY,
as Custodian
by ________________________________________
Name:
Title:
by ________________________________________
Name:
Title:
CUSTODIAN'S CERTIFICATE OF AUTHENTICATION
This is the Series 1995-1 Class A Certificate described in the Series
1995-1 Supplement dated as of September 20, 1995 to the within-mentioned
Master Custodial and Servicing Agreement.
THE ROYAL TRUST COMPANY,
as Custodian
by____________________________
Authorized Officer
TRANSFER FORM
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
______________________________________________________________________________
(please print or Typewrite name and address)
the undivided ownership interest in the Purchased Property (including for
greater certainty all rights and entitlements under the Agreement referred to
on the reverse hereof to the extent such rights and entitlements relate to the
interest so sold, assigned and transferred) evidenced by the within Series
1995-1 Class A Certificate or _____% of the principal balance thereof and
hereby irrevocably constitutes and appoints __________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
attorney to transfer the said undivided ownership interest in the Purchased
Property evidenced by the within Series 1995-1 Class A Certificate on the
register of the Series 1995-1 Class A Certificates with full power of
substitution in the premises.
The Transferee hereby confirms the appointment of the Custodian as the agent
of the Transferee for the purposes set out in the Agreement and the Custodian
hereby accepts the appointment as agent of the Transferee for these purposes.
The Transferee acknowledges and agrees that the sale of the undivided
ownership interest in the Purchased Property evidenced by the Master Custodial
Certificate to be acquired by the Transferee has not been qualified by a
prospectus, and represents and warrants that the sale by the Transferor of the
undivided ownership interest in the Purchased Property evidenced by the Master
Custodial Certificate and the purchase by the Transferee of the undivided
ownership interest in the Purchased Property evidenced by the said
Certificate, has complied with all applicable securities laws, regulations and
policies of applicable securities regulatory authorities.
DATED _________________ DATED _________________ DATED _________________
Custodian
by_____________________ _______________________ _______________________
Signature of Transferee Signature of Transferor
2
(Form of Registration Panel)
(No writing hereon except by the Custodian)
Date of In Whose Name
Registration Registered Custodian
------------ ---------- ---------
September 20, 1995 CoRe Trust
FORM OF REVERSE OF Series 1995-1 CLASS A CERTIFICATE
This Series 1995-1 Class A Certificate is issued under and is subject to
the terms, provisions and conditions of the Master Custodial and Servicing
Agreement dated as of September 1, 1992 (as amended and supplemented, the
"Agreement"), by and among Chrysler Credit Canada Ltd., as Seller and
Servicer, and The Royal Trust Company, as Custodian (the "Custodian"), as
supplemented by the Series 1995-1 Supplement dated as of September 20, 1995
(as amended and supplemented the "Supplement") among Chrysler Credit Canada
Ltd., the Custodian, CoRe Trust, Chrysler Financial Corporation and Auto
Receivables Corporation. The assets held by the Custodian as agent for and on
behalf of the Certificateholders pursuant to the Agreement (the "Purchased
Property") 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 Dates, 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 Recoveries) thereof, (b) all of the Seller's right, title and
interest in, to and under the Receivables in each Account (other than any
newly created Receivables in any Designated Account) and all Collateral
Security with respect thereto owned by the Seller at the close of business of
each Transfer Date and not theretofore conveyed to the Custodian, all monies
due or to become due and all amounts received with respect thereto and all
proceeds (including Recoveries) thereof, (c) all monies on deposit in, and
Eligible Investments credited to the Collection Account or any Series Account,
(d) any Enhancements and (e) the contractual rights and remedies of the
Custodian under the Agreement. In addition to the Investor Master Custodial
Certificates, the Seller's Certificate issued pursuant to the Agreement
evidences the Seller's Interest in the Purchased Property. Although a summary
of certain provisions of the Agreement is set forth herein, this Series 1995-1
Class A Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Custodian. A copy of the Agreement may
be requested from the Custodian by writing to the Custodian at The Royal Trust
Company, 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0,
Attention: Advisory Services. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
The Seller, the Holder of this Series 1995-1 Class A Certificate and each
Holder of a Master Custodial Certificate for any Series, by acceptance of its
Certificate, agrees to be bound by the terms of the Agreement and to treat,
and to take no action inconsistent with the treatment of, this Series 1995-1
Class A Certificate for all purposes, including the purposes of federal or
provincial income taxes and capital taxes and any other taxes imposed on or
measured by income or capital, as evidencing an undivided ownership interest
in the Purchased Property.
This Series 1995-1 Class A Certificate is not permitted to be
transferred, assigned, exchanged or otherwise pledged or conveyed except in
accordance with the Agreement, including Section 6.04 of the Agreement.
2
The undivided ownership interest of the Holder of this Series 1995-1
Class A Certificate in the Purchased Property shall be extinguished upon the
final distribution being made out of the Purchased Property to the Holder of
this Series 1995-1 Class A Certificate upon presentation and surrender of this
Series 1995-1 Class A Certificate to the Custodian on or after the
Distribution Date fixed for such final distribution pursuant to Section 12.02
of the Agreement.
EXHIBIT B
FORM OF CLASS B CERTIFICATE
(FORM OF FACE OF CLASS B MASTER CUSTODIAL CERTIFICATE, Series
1995-1)
THIS MASTER CUSTODIAL CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS MASTER
CUSTODIAL CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
IN ADDITION, NEITHER THIS MASTER CUSTODIAL CERTIFICATE NOR ANY PORTION
THEREOF HAS BEEN NOR WILL BE QUALIFIED FOR SALE UNDER THE SECURITIES LAW OF
CANADA OR ANY PROVINCE OR TERRITORY THEREOF AND NEITHER THIS MASTER CUSTODIAL
CERTIFICATE NOR ANY PORTION THEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN CANADA OR TO, OR FOR THE ACCOUNT OF, ANY RESIDENT OF CANADA,
EXCEPT PURSUANT TO A VALID EXEMPTION FROM SUCH SECURITIES LAWS.
THIS CLASS B CERTIFICATE IS SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT IN
ALL RESPECTS TO THE CLASS A CERTIFICATE. NO AMOUNT SHALL BE PAID BY THE
SERVICER OR THE CUSTODIAN NOR SHALL THE HOLDER OF THE CLASS B CERTIFICATE TAKE
OR RECEIVE FROM THE SERVICER, THE SELLER OR THE CUSTODIAN ANY PAYMENT IN
RESPECT OF THE PRINCIPAL OR INTEREST ALLOCATED TO THE CLASS B CERTIFICATE,
UNLESS AND UNTIL THE PRINCIPAL ALLOCATED TO THE CLASS A CERTIFICATE WHICH
SHALL BE THEN DUE AND PAYABLE AND ALL INTEREST ALLOCABLE THERETO WHICH SHALL
BE THEN DUE AND PAYABLE IN RESPECT OF THE CLASS A CERTIFICATE, INCLUDING ANY
ADDITIONAL CLASS A INTEREST AMOUNT, CLASS A CARRY-OVER AMOUNT OR ADDITIONAL
CLASS A CARRY-OVER AMOUNT, SHALL HAVE BEEN PAID IN FULL (OR SUCH PAYMENT SHALL
HAVE BEEN PROVIDED FOR) TO THE EXTENT AND IN THE MANNER PROVIDED FOR IN THE
MASTER CUSTODIAL AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS MASTER CUSTODIAL CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE MASTER CUSTODIAL AND SERVICING AGREEMENT REFERRED TO HEREIN.
No.
CLASS B MASTER CUSTODIAL CERTIFICATE, Series 1995-1
THIS CERTIFICATE EVIDENCES AN UNDIVIDED OWNERSHIP
INTEREST IN CERTAIN ASSETS HELD BY THE CUSTODIAN
AS AGENT FOR AND ON BEHALF OF THE HOLDER HEREOF
AND ALL OTHER HOLDERS OF MASTER
CUSTODIAL CERTIFICATES AS TENANTS IN COMMON
AS PROVIDED IN THE MASTER CUSTODIAL AND
SERVICING AGREEMENT REFERRED TO ON THE REVERSE HEREOF.
The assets so held consist primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing arrangements
(the "Accounts") of Chrysler Credit Canada Ltd. (the "Seller") meeting certain
eligibility criteria. The principal amount of this certificate (the "Series
1995-1 Class B Certificate") on the date hereof is $2,400,000 and the balance
at any time thereafter equals that portion of the Initial Invested Amount (as
defined in the Series 1995-1 Supplement referred to on the reverse hereof)
which is attributable from time to time to the Holder of this Series 1995-1
Class B Certificate. This Series 1995-1 Class B Certificate does not represent
an interest in or obligation of the Seller or any affiliate thereof or the
Custodian except as specifically provided for in the Master Custodial and
Servicing Agreement referred to on the reverse hereof.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Custodian by manual signature, this Series 1995-1 Class B
Certificate shall not entitle the Holder to any benefit under the Master
Custodial and Servicing Agreement referred to on the reverse hereof, or be
valid for any purpose.
2
THIS Series 1995-1 CLASS B CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF ONTARIO AND THE
LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO THEIR
CONFLICT OF LAW PROVISIONS.
IN WITNESS WHEREOF, the Custodian has caused this Series 1995-1 Class B
Certificate to be duly executed.
Dated: September 20, 1995
THE ROYAL TRUST COMPANY,
as Custodian
by ________________________________________
Name:
Title:
by ________________________________________
Name:
Title:
CUSTODIAN'S CERTIFICATE OF AUTHENTICATION
This is the Series 1995-1 Class B Certificate described in the Series
1995-1 Supplement dated as of September 20, 1995 to the within-mentioned
Master Custodial and Servicing Agreement.
THE ROYAL TRUST COMPANY,
as Custodian
by ___________________________
Authorized Officer
TRANSFER FORM
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
______________________________________________________________________________
(please print or Typewrite name and address)
the undivided ownership interest in the Purchased Property (including for
greater certainty all rights and entitlements under the Agreement referred to
on the reverse hereof to the extent such rights and entitlements relate to the
interest so sold, assigned and transferred) evidenced by the within Series
1995-1 Class B Certificate or $__________ principal balance thereof and hereby
irrevocably constitutes and appoints _________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
attorney to transfer the said undivided ownership interest in the Purchased
Property evidenced by the within Series 1995-1 Class B Certificate on the
register of the Series 1995-1 Class B Certificates with full power of
substitution in the premises.
* If less than the full outstanding principal balance of the undivided
ownership interest in the Purchased Property evidenced by the within
Series 1995-1 Class B Certificate is to be transferred, indicate in the
space provided the principal amount (which must be in minimum
denominations of $1,000 and integral multiples of $1,000 thereof) to be
transferred.
The Transferee hereby confirms the appointment of the Custodian as
the agent of the Transferee for the purposes set out in the Agreement and the
Custodian hereby accepts the appointment as agent of the Transferee for these
purposes. The Transferee acknowledges and agrees that the sale of the
undivided ownership interest in the Purchased Property evidenced by the Master
Custodial Certificate to be acquired by the Transferee has not been qualified
by a prospectus, and represents and warrants that the sale by the Transferor
of the undivided ownership interest in the Purchased Property evidenced by the
Master Custodial Certificate and the purchase by the Transferee of the
undivided ownership interest in the Purchased Property evidenced by the said
Certificate, has complied with all applicable securities laws, regulations and
policies of applicable securities regulatory authorities.
DATED _________________ DATED _________________ DATED _________________
Custodian
by_____________________ _______________________ _______________________
Signature of Transferee Signature of Transferor
2
(Form of Registration Panel)
(No writing hereon except by the Custodian)
Date of In Whose Name
Registration Registered Custodian
------------ ---------- ---------
September 20, 1995 Auto Receivables
Corporation
FORM OF REVERSE OF Series 1995-1 CLASS B CERTIFICATE
This Series 1995-1 Class B Certificate is issued under and is subject to
the terms, provisions and conditions of the Master Custodial and Servicing
Agreement dated as of September 1, 1992 (as amended and supplemented, the
"Agreement"), by and among Chrysler Credit Canada Ltd., as Seller and
Servicer, and The Royal Trust Company, as Custodian (the "Custodian"), as
supplemented by the Series 1995-1 Supplement dated as of September 20, 1995
(as amended and supplemented the "Supplement") among Chrysler Credit Canada
Ltd., the Custodian, CoRe Trust, Chrysler Financial Corporation and Auto
Receivables Corporation. The assets held by the Custodian as agent for and on
behalf of the Certificateholders pursuant to the Agreement (the "Purchased
Property") 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 Dates, 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 Recoveries) thereof, (b) all of the Seller's right, title and
interest in, to and under the Receivables in each Account (other than any
newly created Receivables in any Designated Account) and all Collateral
Security with respect thereto owned by the Seller at the close of business of
each Transfer Date and not theretofore conveyed to the Custodian, all monies
due or to become due and all amounts received with respect thereto and all
proceeds (including Recoveries) thereof, (c) all monies on deposit in, and
Eligible Investments credited to the Collection Account or any Series Account,
(d) any Enhancements and (e) the contractual rights and remedies of the
Custodian under the Agreement. In addition to the Investor Master Custodial
Certificates, the Seller's Certificate issued pursuant to the Agreement
evidences the Seller's Interest in the Purchased Property. Although a summary
of certain provisions of the Agreement is set forth herein, this Series 1995-1
Class B Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Custodian. A copy of the Agreement may
be requested from the Custodian by writing to the Custodian at 000 Xxxxxxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, Attention: Advisory Services. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement.
This Class B Certificate is subordinate and junior in right of payment in
all respects to the Class A Certificate. No amount shall be paid by the
Servicer or the Custodian nor shall the Holders of the Class B Certificate
take or receive from the Servicer, the Seller or the Custodian any payment in
respect of the principal or interest allocated to the Class B Certificate,
unless and until the principal allocated to the Class A Certificate which
shall be then due and payable and all interest allocable thereto which shall
be then due and payable in respect of the Class A Certificate, including any
Additional Class A Interest Amount, Class A Carry-over Amount or Additional
Class A Carry-over Amount, shall have been paid in full (or such payment shall
have been provided for) to the extent and in the manner provided for in the
Agreement.
2
The Seller, the Holder of this Series 1995-1 Class B Certificate and each
Holder of a Master Custodial Certificate for any Series, by acceptance of its
Certificate, agrees to be bound by the terms of the Agreement and to treat,
and to take no action inconsistent with the treatment of, this Series 1995-1
Class B Certificate for all purposes, including the purposes of federal or
provincial income taxes and capital taxes and any other taxes imposed on or
measured by income or capital, as evidencing an undivided ownership interest
in the Purchased Property.
This Series 1995-1 Class B Certificate is not permitted to be
transferred, assigned, exchanged or otherwise pledged or conveyed except in
accordance with the Agreement, including Section 6.04 of the Agreement.
The undivided ownership interest of the Holder of this Series 1995-1
Class B Certificate in the Purchased Property shall be extinguished upon the
final distribution being made out of the Purchased Property to the Holder of
this Series 1995-1 Class B Certificate upon presentation and surrender of this
Series 1995-1 Class B Certificate to the Custodian on or after the
Distribution Date fixed for such final distribution pursuant to Section 12.02
of the Agreement.
EXHIBIT C
FORM OF DISTRIBUTION DATE STATEMENT
[To be prepared]
EXHIBIT D
REQUEST FOR PURCHASE OF INCREASE IN
MAXIMUM INITIAL INVESTED AMOUNT
TO: Holders of Master Custodial Certificates, Series 1995-1
The undersigned hereby requests that each of you agree to purchase an
increase in your undivided ownership interest in the Purchased Property, at a
purchase price and on the terms and conditions as set forth below:
1. Purchase Price:
Class A: _____
Class B: _____
Total Maximum Initial Invested Amount: _____
2. Additional Issue Expenses for the
[Maximum Initial Invested Amount/Increase in the Maximum Initial Invested
Amount]
Advisory Fee: _____
Legal Fees: _____
Rating Agency Fees: _____
Other Fees: _____
3. Utilized Program Fee:
4. Unutilized Program Fee:
5. Conditions Precedent to Purchase: [Insert appropriate conditions
precedent to increases]
Terms used herein which are not defined herein shall have the meanings
ascribed thereto in the Master Custodial and Servicing Agreement dated as of
September 1, 1992 (as amended
2
and supplemented), by and among Chrysler Credit Canada Ltd., as Seller and
Servicer, and The Royal Trust Company, as Custodian.
Dated this day of , .
CHRYSLER CREDIT CANADA LTD.,
Seller
By: _________________________________
NOTICE OF ACCEPTANCE OF INCREASE IN
MAXIMUM INITIAL INVESTED AMOUNT
TO: Chrysler Credit Canada Ltd., as Seller and Servicer
TO: The Royal Trust Company, as Custodian
Pursuant to the request (the "Request") of Chrysler Credit Canada Ltd.,
as Seller dated _____, the undersigned Purchasers of the Class A Certificate
and Class B Certificate hereby notify you that each of the undersigned agrees
on the terms and conditions specified in the Request to purchase an increase
in its undivided ownership interest in the Purchased Property, which purchases
shall be, as between the Class A Certificateholder and Class B
Certificateholder, in amounts based on our respective outstanding principal
balances of Series 1995-1 Investor Master Custodial Certificates, so that the
Maximum Initial Invested Amount following such purchases shall be $_____.
Terms used herein which are not defined herein shall have the meanings
ascribed thereto in the Master Custodial and Servicing Agreement dated as of
September 1, 1992 (as amended and supplemented) by and among Chrysler Credit
Canada Ltd., as Seller and Servicer, and The Royal Trust Company, as
Custodian.
Dated this day of , .
CORE TRUST, Purchaser by its
Servicing Agent, Toronto Dominion
Securities Inc.
By: _________________________________
By: _________________________________
AUTO RECEIVABLES CORPORATION
By: _________________________________
EXHIBIT E
SERIES 1995-1 ACCOUNTS
1. Reserve Fund
Account Number: 098898001
Account Designation: C.C.C.L. Master Custodial 1995-1
Reserve Funding Account
Name of Institution: Royal Trust Corporation of Canada
2. Yield Supplement Account
Account Number: 098899001
Account Designation: C.C.C.L. Master Custodial 1995-1
Yield Supplement Account
Name of Institution: Royal Trust Corporation of Canada
3. Principal Funding Account
Account Number: 098900001
Account Designation: C.C.C.L. Master Custodial 1995-1
Principal Funding Account
Name of Institution: Royal Trust Corporation of Canada
Wire transfer instruction format as follows:
Royal Trust Corporation of Canada
C.C.C.L. 1995-1 Trust Accounts
Swift Address: XXXXXXXX
Acct # 098898001 Amount $288,400.00
Acct # 098899001 Amount $ 82,400.00
Acct # 098900001 Amount $ NIL
EXHIBIT F
FORM OF OPINION
[Opinion by Gowling as to true sale and other matters]
