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FORD CREDIT AUTO RECEIVABLES LLC
Transferor
FORD MOTOR CREDIT COMPANY
Master Servicer
and
THE CHASE MANHATTAN BANK
Trustee
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SERIES (_) SUPPLEMENT
Dated as of (_)
to
POOLING AND SERVICING AGREEMENT
Dated as of September 30, 1997
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$ (_)
FORD CREDIT AUTO LOAN MASTER TRUST II
SERIES (_)
(FLOATING RATE) (FIXED RATE)
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TABLE OF CONTENTS
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Page
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ARTICLE I
Creation of the Series (_) Certificates
SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation . . . . . . . . . . . . . . . 16
ARTICLE IV
Rights of Series (_) Certificateholder and
Allocation and Application of Collections
SECTION 4.01. Allocations . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.02. Monthly Interest . . . . . . . . . . . . . . . . . . 19
SECTION 4.03. Determination of Monthly Principal . . . . . . . . . 19
SECTION 4.04. Establishment of Reserve Fund and
Funding Accounts . . . . . . . . . . . . . . . . . . 19
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . . . . 23
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds, Net
Trust Swap Receipts and Available
Investor Principal Collections . . . . . . . . . . . 24
SECTION 4.07. Distributions to the Series (_)
Certificateholder . . . . . . . . . . . . . . . . . . 26
SECTION 4.08. Application of Reserve Fund and
Available Subordinated Amount . . . . . . . . . . . . 27
SECTION 4.09. Investor Charge-Offs . . . . . . . . . . . . . . . . 30
SECTION 4.10. Excess Servicing . . . . . . . . . . . . . . . . . . 30
SECTION 4.11. Excess Principal Collections . . . . . . . . . . . . 30
SECTION 4.12. Asset Composition Event . . . . . . . . . . . . . . . 31
SECTION 4.13. Excess Funding Account . . . . . . . . . . . . . . . 31
ARTICLE V
Distributions and Reports to the
Series (_) Certificateholder
SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.02. Reports and Statements to Series (_)
Certificateholder; Other Reports . . . . . . . . . . 34
SECTION 5.03. (Determination of Three-Month LIBOR) . . . . . . . . 35
SECTION 5.04. (Determination of One-Month LIBOR) . . . . . . . . . 36
ARTICLE VI
The Series (_) Certificates
SECTION 6.01. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
ARTICLE VII
Amortization Events
SECTION 7.01. Additional Amortization Events . . . . . . . . . . . 37
ARTICLE VIII
Optional Repurchase
SECTION 8.01. Optional Repurchase . . . . . . . . . . . . . . . . . 39
ARTICLE IX
Final Distributions
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions
Pursuant to Section 8.01 of the Series Supplement or
Section 2.03 or 12.02(c) of the Agreement . . . . . . 39
ARTICLE X
Miscellaneous Provisions
SECTION 10.01. Execution and Delivery of the Interest
Rate Swap . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 10.02. Ratification of Agreement . . . . . . . . . . . . . . 40
SECTION 10.03. Counterparts . . . . . . . . . . . . . . . . . . . . 40
SECTION 10.04. Governing Law . . . . . . . . . . . . . . . . . . . . 41
EXHIBITS
Exhibit A-1 Form of Temporary Global Certificate
Exhibit A-2 Form of Permanent Global Certificate
Exhibit A-3 Form of Definitive Bearer Certificate
Exhibit B-1 Form of Distribution Date Statement for the Trustee
Exhibit B-2 Form of Distribution Date Statement for Persons other
than the Trustee
Exhibit C Form of Coupon
Exhibit D Form of Interest Rate Swap
Schedule 1 List of Series (_) Accounts
SERIES (_) SUPPLEMENT dated as of (_) (the "Series Supplement"),
among FORD CREDIT AUTO RECEIVABLES LLC, a Delaware limited liability company,
as Transferor, FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Master
Servicer, and THE CHASE MANHATTAN BANK, a New York banking corporation, as
Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing Agreement
dated as of September 30, 1997 (as amended and supplemented, the
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"Agreement"), among the Transferor, the Master Servicer and the Trustee, the
Transferor may from time to time direct the Trustee to issue, on behalf of
the Trust, one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and specify the Principal
Terms thereof.
ARTICLE I
Creation of the Series (_) Certificates
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SECTION 1.01. Designation. (a) There is hereby created a Series
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of Investor Certificates to be issued pursuant to the Agreement and this
Series Supplement to be known as the "Series (_) (Floating Rate) (Fixed Rate)
Auto Loan Asset Backed Certificates".
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
ARTICLE II
Definitions
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SECTION 2.01. Definitions. (a) Whenever used in this Series
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Supplement the following words and phrases shall have the following meanings.
All other capitalized terms used herein shall have the meanings ascribed to
them in the Agreement.
"Accumulation Period" shall mean, unless an Early Amortization
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Event shall have occurred prior thereto (other than an Early Amortization
Event which has resulted in an Early Amortization Period which has ended as
described in clause (c) of the definition thereof), the period commencing on
the Accumulation Period Commencement Date and ending upon the first to occur
of (a) the commencement of an Early Amortization Period or (b) the Expected
Final Payment Date.
"Accumulation Period Commencement Date" shall mean the date which
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is, with respect to an Accumulation Period Length of (i) one calendar month,
the first day of the (_____) Collection Period, (ii) two calendar months, the
first day of the (_____) Collection Period, (iii) three calendar months, the
first day of the (_____) Collection Period, (iv) four calendar months, the
first day of the (_____) Collection Period and (v) five calendar months, the
first day of the (_____) Collection Period; provided, however, that the
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Accumulation Period Commencement Date shall be (x) (______) if, prior to such
date, any other outstanding Series of Investor Certificates shall have
entered into an early amortization period or (y) in the case of an
Accumulation Period Length of less than five months, the earlier of (A) the
date an early amortization period has commenced with respect to any other
outstanding Series of Investor Certificates and (B) the Accumulation Period
Commencement Date as determined above.
"Accumulation Period Determination Date" shall mean the
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Distribution Date designated by the Master Servicer, but no earlier then the
Distribution Date occurring in (_____).
"Accumulation Period Length" shall mean, as determined by the
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Master Servicer on the Accumulation Period Determination Date, a period of
not less than one calendar month nor more than five calendar months, equal to
the product (rounded upwards to the nearest whole number) of (i) five (or
such lesser number as may be determined by the Master Servicer to be
appropriate in light of the current payment information regarding the
Receivables) multiplied by (ii) a fraction, the numerator of which is the
Invested Amount as of such Accumulation Period Determination Date (after
giving effect to all changes therein on such date) and the denominator of
which is equal to the sum of such Invested Amount and the Outstanding Series
Invested Amount as of such Accumulation Period Determination Date (after
giving effect to all changes therein on such date).
"Additional Early Amortization Event" shall have the meaning
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specified in Section 7.01.
"Additional Interest" shall have the meaning specified in Section
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4.02(a).
("Adjustment Date" shall mean the second LIBOR Business Day
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preceding each Quarterly Payment Date, Special Payment Date or Distribution
Date, as applicable.)
"Aggregate Available Subordinated Amount" shall mean the sum of the
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Available Subordinated Amount and the Swap Available Subordinated Amount.
"Allocable Miscellaneous Payments" shall mean, with respect to any
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Distribution Date, the product of (a) the Series (_) Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect
to the related Collection Period.
"Asset Composition Event" shall have the meaning specified in
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Section 4.12.
"Asset Correction Amount" shall have the meaning specified in
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Section 4.12.
"Available Investor Principal Collections" shall mean, with respect
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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 (_) Excess
Principal Collections on deposit in the Collection Account for such
Distribution Date and (d) on the Termination Date, any funds in the Reserve
Fund after giving effect to Section 4.08.
"Available Transferor's Collections" shall mean, with respect to
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any Deposit Date, the sum of (a) the Available Transferor's Non-Principal
Collections for such Deposit Date and (b) the Available Transferor's
Principal Collections for such Deposit Date; provided, however, that the
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Available Transferor's Collections shall be zero for any Collection Period
with respect to which the Available Subordinated Amount is zero on the
Determination Date immediately following the end of such Collection Period.
"Available Transferor's Non-Principal Collections" shall mean, with
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respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Transferor's Percentage for the related
Collection Period over (ii) the Excess Transferor's Percentage for such
Collection Period by (b) Non-Principal Collections for such Deposit Date.
"Available Transferor's Principal Collections" shall mean, with
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respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Transferor's Percentage for the related
Collection Period over (ii) the Excess Transferor's Percentage for such
Collection Period by (b) Principal Collections for such Deposit Date.
"Available Subordinated Amount" for the first Determination Date
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shall mean an amount equal to the Required Subordinated Amount. The
Available Subordinated Amount for any subsequent Determination Date shall
mean an amount equal to the sum of
(i) the lesser of (x) the Available Subordinated Amount for the
preceding Determination Date, minus (A) the Required Subordination Draw
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Amount with respect to the preceding Distribution Date to the extent
provided in Section 4.08, minus (B) withdrawals from the Reserve Fund
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pursuant to Section 4.08 on the preceding Distribution Date to make
distributions pursuant to Section 4.06(a)(iv) (but excluding any other
withdrawals from the Reserve Fund), plus (C) the portion of Excess
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Servicing for such preceding Distribution Date distributed to the
Transferor pursuant to Section 4.10(c), minus (D) the Incremental
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Subordinated Amount for such preceding Determination Date, plus (E) the
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Incremental Subordinated Amount for the current Determination Date and
(y) the Required Subordinated Amount;
plus (ii) the Subordinated Percentage of funds withdrawn from the
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Excess Funding Account since the prior Distribution Date and to be
withdrawn from the Excess Funding Account up to and including the
succeeding Distribution Date and paid to the Transferor or allocated to
one or more Series;
minus (iii) the Subordinated Percentage of funds deposited in the
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Excess Funding Account since the prior Distribution Date and to be
deposited into the Excess Funding Account up to and including the
succeeding Distribution Date; and
plus (iv) the amount of any optional increase in the Available
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Subordinated Amount exercised by FCAR pursuant to Section 4.08(f)
hereto;
provided, however, that once the Accumulation Period or any Early
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Amortization Period (other than an Early Amortization Period (as defined in
the Agreement) which has ended as described in clause (c) of the definition
thereof) shall have commenced, the Required Subordinated Amount shall be
calculated based on the Invested Amount as of the close of business on the
day preceding such Accumulation Period or Early Amortization Period.
"Bearer Certificates" shall have the meaning specified in Section
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6.01.
("Calculation Agent" shall mean the Trustee or any other
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Calculation Agent selected by the Transferor which is reasonably acceptable
to the Trustee.)
"Certificateholder's Monthly Servicing Fee" shall have the meaning
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specified in Section 3.01.
"Certificate Rate" shall mean (__)% with respect to the first
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Interest Period and for any subsequent Interest Period, (Three-Month LIBOR
determined on the related Adjustment Date plus (__) basis points (0.(_)%));
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provided, however, for any Interest Period occurring after an Early
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Amortization Event and prior to the recommencement, if any, of the Revolving
Period, the Certificate Interest Rate will be (One-Month LIBOR determined on
the related Adjustment Date plus (_) basis points (0.(_)%)).
"Closing Date" shall mean (__________).
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"Controlled Amortization Amount" shall mean the quotient obtained
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obtained by dividing the Invested Amount as of the Accumulation Period
Determination Date (after giving effect to any changes therein on such date)
by the Accumulation Period Length.
"Controlled Distribution Amount" shall mean, for any Distribution
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Date with respect to the Accumulation Period, the excess, if any, of (i) the
product of the Controlled Amortization Amount and the number of Distribution
Dates with respect to the Accumulation Period through and including such
Distribution Date over (ii) the sum of amounts on deposit in the Excess
Funding Account and the Principal Funding Account, in each case before giving
effect to any withdrawals from or deposits to such accounts on such
Distribution Date.
"Coupons" shall have the meaning specified in Section 6.01.
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"Custodian" shall mean (______).
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"Deficiency Amount" shall have the meaning specified in Section
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4.05.
"Early Amortization Event" shall mean any Early Amortization Event
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specified in Section 9.01 of the Agreement, together with any Additional
Early Amortization Event specified in Section 7.01 of this Series Supplement.
"Early Amortization Period" shall mean an Early Amortization Period
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with respect to Series (_).
"Excess Principal Collections" shall mean the amounts equal to the
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balances referred to as such in Sections 4.06(b)(ii) and 4.06(c)(ii).
"Excess Reserve Fund Required Amount" shall mean, for any
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Distribution Date with respect to an Early Amortization Period, an amount
equal to the greater of (a) (_)% of the initial principal balance of the
Series (_) Certificates and (b) the excess of (i) the sum of (x) the
Available Subordinated Amount on the preceding Determination Date (after
giving effect to the allocations, distributions, withdrawals and deposits to
be made on such Distribution Date) and (y) (A) a percentage equal to the
excess of the Required Participation Percentage over 100%, multiplied by (B)
the outstanding principal balance of the Certificates on such Distribution
Date (after giving effect to any changes therein on such Distribution Date)
over (ii) the Transferor's Interest on such Distribution Date (after giving
effect to changes therein on such Distribution Date); provided that the
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Excess Reserve Fund Required Amount shall not exceed such Available
Subordinated Amount.
"Excess Transferor's Percentage" shall mean, with respect to any
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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-
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Principal Receivables and Defaulted Receivables, the sum of (i) the Floating
Allocation Percentage with respect to such Collection Period and the sum of
the floating allocation percentages for all other outstanding Series of
Investor Certificates for such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the sum of the Aggregate
Available Subordinated Amount as of the Determination Date occurring in such
Collection Period and the sum of the aggregate available subordinated amounts
for all other outstanding Series of Investor Certificates as of such
Determination Date (in each case, after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date), and the denominator of which
is the Pool Balance as of the last day of the immediately preceding
Collection Period or (b) 100% minus, when used with respect to Principal
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Receivables, the sum of (i) the floating allocation percentages for all
outstanding Series that are in their revolving periods with respect to such
Collection Period and the sum of the principal allocation percentages for all
outstanding Series of Investor Certificates that are not in their revolving
periods with respect to such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the sum of the Aggregate
Available Subordinated Amount as of the Determination Date Occurring in such
Collection Period and the sum of the aggregate available subordinate amounts
for all other Series of Investor Certificates as of such Determination Date
(in each case, after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date immediately
following such Determination Date), and the denominator of which is the Pool
Balance as of the last day of such immediately preceding Collection Period.
"Excess Servicing" shall mean, with respect to any Distribution
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Date, the amount, if any, specified pursuant to Section 4.06(a)(v) with
respect to such Distribution Date.
"Exchange Date" shall mean the date no earlier than 40 days after
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the later of the commencement of the offering of the Certificates (as
determined by the Lead Manager) and the Closing Date.
"Expected Final Payment Date" shall mean the (______) Distribution
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Date.
"Floating Allocation Percentage" shall mean, with respect to any
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Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the immediately preceding Collection Period (after giving
effect to the reinvestment to occur on the next succeeding Distribution Date)
and the denominator of which is the Pool Balance as of such last day;
provided, however, that, with respect to the first Collection Period, the
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Floating Allocation Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Initial Invested Amount and the
denominator of which is the Pool Balance on the Cut-Off Date.
"Incremental Subordinated Amount" shall mean, with respect to any
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Determination Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of the Invested Amount on the last day of the
immediately preceding Collection Period (or with respect to the first
Determination Date, the Invested Amount on the Closing Date) and the
Available Subordinated Amount for such Determination Date (calculated without
subtracting or adding the Incremental Subordinated Amount for such
Distribution Date as described in clause (D) or (E), respectively, of the
definition thereof and without adding the Incremental Subordinated Amount in
the definition of Required Subordinated Amount as used in the definition of
Available Subordinated Amount) (or with respect to the first Determination
Date, the product of the Invested Amount on the Closing Date and the
Subordinated Percentage) and the denominator of which is the Pool Balance on
such last day by (b) the Trust Incremental Subordinated Amount.
"Initial Cut-Off Date" shall mean (_).
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"Initial Invested Amount" shall mean the initial principal amount
------------------------
of the Series (__) Certificates, which is $(____), plus (a) the amount of any
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withdrawals from the Excess Funding Account pursuant to Section 4.13(b) in
connection with an increase in the Pool Balance, minus (b) the amount of any
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additions to the Excess Funding Account pursuant to Section 4.06(b)(i) in
connection with a reduction in the Pool Balance.
"Initial Principal Amount" shall mean $(_).
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"Initial Swap Subordinated Amount" shall mean $(_).
--------------------------------
"Interest Period" shall mean, with respect to any Distribution
----------------
Date, the period from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) to but excluding such Distribution
Date.
"Interest Rate Swap" shall mean the interest rate swap agreement,
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the form of which is attached hereto as Exhibit D, dated as of (_______),
between the Swap Counterparty and the Trust in connection with Series (_).
"Interest Shortfall" shall have the meaning specified in Section
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4.02.
"Invested Amount" shall mean, when used with respect to any date,
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an amount equal to (a) the Initial Invested Amount minus (b) the amount,
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without duplication, of principal payments (except principal payments made
from the Excess Funding Account and any transfers from the Excess Funding
Account to the Principal Funding Account) made to Series (_) Certificate-
holder or deposited to the Principal Funding Account prior to such date minus
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(c) the excess, if any, of the aggregate amount of Investor Charge-Offs over
Investor Charge-Offs reimbursed pursuant to Section 4.08 prior to such date.
In addition, for purposes of the definition of "Early Amortization Period",
the Invested Amount shall be an amount equal to the outstanding principal
amount of the Certificates.
"Investment Proceeds" shall mean, with respect to any Determination
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Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Series (_) Accounts, together
with an amount equal to the Series (_) Allocation Percentage of the interest
and other investment earnings on funds held in the Collection Account
credited as of such date to the Collection Account pursuant to Section 4.02
of the Agreement.
"Investor Charge-Offs" shall have the meaning specified in Section
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4.09.
"Investor Default Amount" shall mean, with respect to any
-------------------------
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Collection Period and (b) the Floating Allocation Percentage
for the related Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to
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any Distribution Date, an amount equal to the product of (i) the Floating
Allocation Percentage for the related Collection Period and (ii)
Non-Principal Collections deposited in the Collection Account for the related
Collection Period.
"Investor Principal Collections" shall mean, with respect to
--------------------------------
any Distribution Date, the sum of (a) the product of (i) the Floating
Allocation Percentage, with respect to the Revolving Period, or the Principal
Allocation Percentage, with respect to the Accumulation Period or an Early
Amortization Period, for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period), and (ii) Principal Collections deposited in the
Collection Account for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period) and (b) the amount, if any, of Collections of Non-
Principal Receivables, Excess Servicing and Available Transferor's
Collections to be distributed pursuant to Section 4.06(a)(iv), 4.08(b) (to
the extent Section 4.08(b) relates to a shortfall in distributions pursuant
to Section 4.06(a)(iv)) or 4.10(a) on such Distribution Date; provided that
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in the case of clause (a), if for any Distribution Date the sum of the
Floating Allocation Percentage (if the Revolving Period is in effect), the
Principal Allocation Percentage (if the Early Amortization Period or the
Accumulation Period is in effect), the floating allocation percentage for all
other outstanding Series of Investor Certificates in their revolving period
and the principal allocation percentage for all other outstanding Series of
Investor Certificates in their early amortization or accumulation period
exceeds 100%, then Principal Collections shall be allocated among such Series
(including Series (_)) pro rata on the basis of such floating allocation
percentages and principal allocation percentages.
("LIBOR Business Day" shall mean any business day on which dealings
------------------
in deposits in United States dollars are transacted in the London, England or
Frankfurt, Germany interbank market.)
"Monthly Interest" shall have the meaning specified in Section
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4.02.
"Monthly Payment Rate" shall mean, for any Collection Period, the
--------------------
percentage derived from dividing the Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Principal" shall have the meaning specified in Section
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4.03.
"Monthly Servicing Fee" shall have the meaning specified in Section
---------------------
3.01.
"Net Trust Swap Payment" shall mean, for any Collection Period, the
----------------------
monthly obligation, if any, of the Trust to the Swap Counterparty pursuant to
the Interest Rate Swap to the extent that such monthly obligation exceeds the
obligation of the Swap Counterparty to the Trust pursuant to the Interest
Rate Swap for such Collection Period.
"Net Trust Swap Receipt" shall mean, for any Collection Period, the
----------------------
amount of the monthly obligation, if any, of the Swap Counterparty to the
Trust pursuant to the Interest Rate Swap to the extent that such monthly
obligation exceeds the monthly obligation of the Trust to the Swap
Counterparty pursuant to the Interest Rate Swap for such Collection Period
and, following the termination of the Interest Rate Swap in accordance with
its terms, the net amount of any such obligation that would have benefitted
the Trust in the absence of such a termination shall be paid by applying
Collections allocated to the Swap Available Subordinated Amount.
"Notes" shall mean, the Series (___) Asset Backed Floating Rate
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Notes due (____) issued by (_____).
("One-Month LIBOR" shall mean, with respect to any Distribution
---------------
Date, the offered rates for deposits in United States dollars having a
maturity of one month (the "Index Maturity") commencing on the related
Adjustment Date which appears on the Reuters Screen LIBO Page as of
approximately 11:00 A.M., London time, on such date of calculation. If at
least two such offered rates appear on the Reuters Screen LIBO Page, One-
Month LIBOR will be the arithmetic mean (rounded upwards, if necessary, to
the nearest one-sixteenth of a percent) of such offered rates. If fewer than
two such quotations appear, One-Month LIBOR with respect to such Interest
Period will be determined at approximately 11:00 A.M., London time, on such
Adjustment Date on the basis of the rate at which time, on such Adjustment
Date on the basis of the rate at which deposits in United States dollars
having the Index Maturity are offered to prime banks in the London interbank
market by four major banks in the London interbank market selected by the
Calculation Agent and in a principal amount equal to an amount of not less
than U.S. $1,000,000 and that is representative for a single transaction in
such market at such time. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its rate. If
at least two such quotations are provided, One-Month LIBOR will be the
arithmetic mean (rounded upwards as aforesaid) of such quotations. If fewer
than two quotations are provided, One-Month LIBOR with respect to such
Interest Period will be the arithmetic mean (rounded upwards as aforesaid) of
the rates quoted at approximately 11:00 A.M., New York City time, on such
Adjustment Date by three major banks in New York, New York selected by the
Calculation Agent for loans in United States dollars to leading European
banks having the Index Maturity and in a principal amount equal to an amount
of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time; provided, however, that if the
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banks selected as aforesaid are not quoting as mentioned in this sentence,
One-Month LIBOR in effect for the applicable period will be One-Month LIBOR
in effect for the previous period.)
"Outstanding Series Invested Amount" shall mean the aggregate
-------------------------------------
"Invested Amounts", as defined in the applicable Supplement, with respect to
any other outstanding Series of Investor Certificates for which the revolving
period for such other outstanding Series of Investor Certificates is not
scheduled to end before the last day of the (_______) Collection Period.
"Paying Agent" shall mean each paying agent outside the United
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States as specified by time to time by the Transferor.
"Permanent Global Certificate" shall have the meaning specified in
----------------------------
Section 6.01.
"Pool Factor" shall mean, with respect to any Determination Date,
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a number carried out to eleven decimals representing the ratio of the
Invested Amount as of such Determination Date (determined after taking into
account any increases or decreases in the Invested Amount which will occur on
the following Distribution Date) to the Initial Invested Amount.
"Principal Allocation Percentage" shall mean, with respect to
--------------------------------
any Collection Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Invested
Amount as of the last day of the Revolving Period and the denominator of
which is the Pool Balance as of the last day of the immediately preceding
Collection Period; provided, however, that with respect to that portion of
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any Collection Period that falls after the date on which any Early
Amortization Event occurs (other than an Early Amortization Event which has
resulted in an Early Amortization Period which has ended as described in
clause (c) thereof), the Principal Allocation Percentage shall be reset using
the Pool Balance as of the close of business on the date on which such Early
Amortization Event shall have occurred and Principal Collections shall be
allocated for such portion of such Collection Period using such reset
Principal Allocation Percentage.
"Quarterly Payment Date" shall mean the (_)th day of each (_), (_),
----------------------
(_) and (_) (or, if any such day is not a business day, the next succeeding
business day), commencing in (____).
"Rating Agency" shall mean, with respect to the Series (___)
------ ------
Certificates, each of Xxxxx'x Investors Service Limited and Standard &
Poor's.
"Rating Agency Condition" shall mean, with respect to the Series
-----------------------
(_) Certificates and any action, that each Rating Agency shall have notified
the Transferor, the Master Servicer and the Trustee in writing that such
action will not result in a reduction or withdrawal of the rating of the
Notes (which are secured by the Series (_) Certificates).
"Reassignment Amount" shall mean, with respect to any Distribution
-------------------
Date, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date, the sum of (i) the Invested Amount on such
Distribution Date, (ii) accrued and unpaid interest on the unpaid principal
balance of the Series (_) Certificates (calculated on the basis of the
outstanding principal balance of the Series (_) Certificates at the
Certificate Rate through the day preceding such Distribution Date), and (iii)
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series (_)
Certificateholder on a prior Distribution Date.
"Required Participation Percentage" shall mean, with respect to
---------------------------------
Series (_), (_)%; provided, however, that the Transferor may, upon 10 days'
-------- -------
prior notice to the Trustee, each Rating Agency and any Enhancement Provider,
reduce the Required Participation Percentage to a percentage which shall not
be less than 100%, provided that the Rating Agency Condition shall have been
satisfied with respect to such reduction.
"Required Subordinated Amount" shall mean, as of any date of
----------------------------
determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental
Subordinated Amount.
"Required Subordination Draw Amount" shall have the meaning
-------------------------------------
specified in Section 4.05.
"Reserve Fund" shall have the meaning specified in Section 4.04.
------------
"Reserve Fund Deposit Amount" shall mean, with respect to any
---------------------------
Distribution Date, the amount, if any, by which (i) the Reserve Fund Required
Amount for such Distribution Date exceeds (ii) the amount of funds in the
Reserve Fund after giving effect to any withdrawals therefrom on such
Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any
----------------------------
Distribution Date, an amount equal to the product of (a) (_)% and (b) the
outstanding principal balance of the Certificates on such Distribution Date
(after giving effect to any changes therein on such Distribution Date).
("Reuters Screen LIBO Page" shall mean the display designated as
------------------------
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace the LIBO page on that Service for the purpose of displaying
London interbank offered rates of major banks).)
"Revolving Period" shall mean the period beginning at the close of
----------------
business on the Business Day immediately preceding the Series Cut-Off Date
and ending on the earlier of (a) the close of business on the day immediately
preceding the Accumulation Period Commencement Date, and (b) the close of
business on the day an Early Amortization Period commences; provided,
--------
however, that, if any Early Amortization Period ends as described in clause
-------
(c) of the definition thereof, the Revolving Period will recommence as of the
close of business on the day such Early Amortization Period ends.
"Second Exchange Date" shall have the meaning set forth in Section
--------------------
6.01.
"Semi-annual Payment Date" shall mean the (_)th day of each (_) and
------------------------
(_) (or, if any such day is not a business day, the next succeeding business
day), commencing in (____).
"Series Cut-Off Date" shall mean (_).
-------------------
"Series (_)" shall mean the Series of Investor Certificates, the
----------
terms of which are specified in this Series Supplement.
"Series (_) Accounts" shall have the meaning specified in Section
-------------------
4.04(e)(i).
"Series (___) Allocation Percentage" for a Collection Period shall
----------------------------------
mean the percentage derived from the fraction the numerator of which is the
Invested Amount on the last Business Day preceding such Collection Period and
the denominator of which is the Trust Invested Amount on the last Business
Day preceding such Collection Period.
"Series (_) Certificateholder" shall mean (_______), the Holder of
----------------------------
the Series (_) Certificates.
"Series (_) Certificateholder's Interest" shall mean that portion
---------------------------------------
of the Certificateholders' Interest evidenced by the Series (_) Certificates.
"Series (_) Certificates" shall mean any one of the certificates
-----------------------
executed by the Transferor and authenticated by the Trustee, substantially
in the forms of Exhibit X-0, Xxxxxxx X-0 and Exhibit A-3, as applicable.
"Series (__) Excess Principal Collections" shall mean that portion
----------------------------------------
of Excess Principal Collections allocated to Series (_) pursuant to Section
4.11.
"Series (_) Principal Shortfall" shall have the meaning specified
------------------------------
in Section 4.11.
"Servicing Fee Rate" shall mean, with respect to Series (__), (__)%
------------------
or, for any Distribution Date in respect of which the Monthly Servicing Fee
has been waived, 0%.
"Special Payment Date" shall mean each Distribution Date with
--------------------
respect to any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause (c) of the definition thereof
in the Agreement).
"Subordinated Percentage" shall mean the percentage equivalent of
-----------------------
a fraction, the numerator of which is (_)% and the denominator of which is
the excess of 100% over (_)%.
"Swap Available Subordinated Amount" shall mean (a) with respect to
----------------------------------
the first Determination Date, the Initial Swap Subordinated Amount, and (b)
with respect to each subsequent Determination Date, the lesser of (i) the
Initial Swap Subordinated Amount and (ii) the Swap Available Subordinated
Amount for the immediately preceding Determination Date minus the aggregate
-----
amount, if any, of prior payments of Required Subordination Draw Amounts made
from Available Transferor's Collections applied to reduce the Swap Available
Subordinated Amount in accordance with Section 4.08(b), plus the amount of
----
any Excess Servicing available to be paid to the Transferor pursuant to
Section 4.10 (net of any portion thereof applied to increase the Available
Subordinated Amount).
"Swap Counterparty" shall mean Ford Motor Credit Company.
-----------------
("Telerate Page 3750" shall mean the display designated as such on
------------------
the Dow Xxxxx Telerate Service (or such other page as may replace the page on
that service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London interbank
offered rate for U.S. dollar deposits).)
"Temporary Global Certificate" shall have the meaning specified in
----------------------------
Section 6.01.
"Termination Date" shall mean the (_______) Distribution Date.
----------------
"Termination Proceeds" shall mean any Termination proceeds arising
--------------------
out of a sale of Receivables (or interests therein) pursuant to Section
12.02(c) of the Agreement with respect to Series (_).
("Three-Month LIBOR" shall mean the London interbank offered rate
-----------------
for three-month United States dollar deposits established by the Calculation
Agent on each Adjustment Date pursuant to Section 5.03.)
"Transferor's Collections" shall mean, with respect to any
-------------------------
Collection Period, the sum of (a) the Transferor's Percentage of
Non-Principal Collections for the related Collection Period, plus (b) the
----
Transferor's Percentage of Principal Collections for the related Collection
Period.
"Transferor's Percentage" for any Collection Period shall mean (i)
-----------------------
with respect to Non-Principal Receivables and Defaulted Receivables, 100%
minus the aggregate of the floating allocation percentages for each
outstanding Series and (ii) with respect to Principal Receivables, 100% minus
-----
the sum of (a) the aggregate of the floating allocation percentages for all
Series in their revolving periods and (b) the aggregate of the principal
allocation percentages for all Series that are not in their revolving
periods, but in any case shall not be less than 0%.
"U.S. Person" shall mean, a citizen or resident of the United
------------
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States of America (including the States and the
District of Columbia), an estate the income of which is subject to United
States Federal income taxation regardless of its source and a trust if a
court within the United States is able to exercise primary supervision of the
administration of the trust and one or more United States fiduciaries have
the authority to control all substantial decisions of the trust.
"Withholding Tax" shall have the meaning set forth in Section
---------------
7.01(g).
(a) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to Series (_),
Standard & Poor's and Moody's. As used in this Series Supplement and in the
Agreement with respect to Series (_), "highest investment category" shall
mean (i) in the case of Standard & Poor's, AAA, A-1+, AAAm or AAAm-G, as
applicable, and (ii) in the case of Moody's, Aaa and P-1, as applicable.
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the terms "Enhancement Provider" and
"Beneficiary" shall exclude the Swap Counterparty for purposes of such
party's (i) receipt of any notices, Opinions of Counsel, Officer's
Certificates, statements or the like and (ii) required consent to the
appointment of any Successor Master Servicer.
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The definitions
in Section 2.01 are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders
of such terms.
(d) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless
otherwise specified; and the term "including" means "including without
limitation".
ARTICLE III
Servicing Fee
-------------
SECTION 3.01. Servicing Compensation. The monthly servicing fee
----------------------
(the "Monthly Servicing Fee") shall be payable to the Master Servicer, in
arrears, on each Distribution Date in respect of any Collection Period (or
portion thereof) occurring prior to the earlier of the first Distribution
Date following the Series (_) Termination Date and the first Distribution
Date on which the Invested Amount is zero, in an amount equal to one-twelfth
of the product of (a) the Servicing Fee Rate and (b) the Series (_)
Allocation Percentage of the Pool Balance as of the last day of the second
Collection Period preceding such Distribution Date (or with respect to the
first Distribution Date, as of the Series Cut-Off Date). The share of the
Servicing Fee allocable to the Series (_) Certificateholder with respect to
any Distribution Date (the "Certificateholder's Monthly Servicing Fee") shall
be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b)
the Invested Amount as of the last day of the Collection Period second
preceding such Distribution Date; provided, however, that with respect to the
-------- -------
first Distribution Date, the Certificateholder's Monthly Servicing Fee shall
be equal to $(_). The remainder of the Monthly Servicing Fee shall be paid
by the Transferor and in no event shall the Trust, the Trustee or the Series
(_) Certificateholder be liable for the share of the Monthly Servicing Fee to
be paid by the Transferor; and the remainder of the Servicing Fee shall be
paid by the Transferor and the Investor Certificateholders of other Series
and the Series (_) Certificateholder shall in no event be liable for the
share of the Servicing Fee to be paid by the Transferor or the Investor
Certificateholders of other Series. The Certificateholder's Monthly
Servicing Fee shall be payable to the Master Servicer solely to the extent
amounts are available for distribution in accordance with the terms of this
Series Supplement.
The Master Servicer will be permitted, in its sole discretion, to
waive the Monthly Servicing Fee for any Distribution Date by notice to the
Trustee on or before the related Determination Date; provided that the Master
-------- ----
Servicer believes that sufficient Collections of Non-Principal Receivables
will be available on any future Distribution Date to pay the
Certificateholder's Monthly Servicing Fee relating to the waived Monthly
Servicing Fee. If the Master Servicer so waives the Monthly Servicing Fee
for any Distribution Date, the Monthly Servicing Fee and the
Certificateholder's 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 Certificateholder's 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 Certificateholder's Monthly Servicing Fee is so
paid, the related portion of the Monthly Servicing Fee to be paid by the
Transferor shall be paid by the Transferor to the Master Servicer.
ARTICLE IV
Rights of Series (_) Certificateholder and
------------------------------------------
Allocation and Application of Collections
-----------------------------------------
SECTION 4.01. Allocations. Payments to the Transferor. (a)
-----------
(a) Collections of Non-Principal Receivables and Principal Receivables,
Miscellaneous Payments and Defaulted Amounts, as they relate to Series (_),
shall be allocated and distributed as set forth in this Article.
(b) The Master Servicer shall instruct the Trustee to withdraw
from the Collection Account and pay to the Transferor on the dates set forth
below the following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Transferor's
Percentage for the related Collection Period of Non-Principal
Collections deposited in the Collection Account for such
Deposit Date; and
(B) an amount equal to the Excess Transferor's
Percentage for the related Collection Period of Principal
Collections deposited in the Collection Account for such
Deposit Date, if the Transferor's Participation Amount
(determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the
Trust Aggregate Available Subordinated Amount for the
immediately preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date immediately following such
Determination Date); and
(ii) on each Deposit Date with respect to the Revolving Period
or the revolving period for any other Series of Investor
Certificates, an amount equal to the Available Transferor's
Principal Collections for such Deposit Date, if the Transferor's
Participation Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit
Date) exceeds the Trust Aggregate Available Subordinated Amount for
the immediately preceding Determination Date (after giving effect
to the allocations, distributions, withdrawal, and deposits to be
made on the Distribution Date immediately following such Deposit
Date); provided, however, that Available Transferor's Principal
-------- -------
Collections shall be paid to the Transferor with respect to any
Collection Period only after an amount equal to the sum of (A) the
Deficiency Amount, if any, relating to the immediately preceding
Collection Period and (B) the excess, if any, of the Reserve Fund
Required Amount over the amount in the Reserve Fund on the
immediately preceding Distribution Date (after giving effect to the
allocations of, distributions from, and deposits in, the Reserve
Fund on such Distribution Date), has been deposited in the
Collection Account from such Available Transferor's Principal
Collections.
The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account
that do not represent Collections, including Miscellaneous Payments, payment
of the purchase price for the Certificateholders' Interest pursuant to
Section 2.03 of the Agreement, payment of the purchase price for the Series
(_____) Certificateholder's Interest pursuant to Section 8.01 of this Series
Supplement and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 12.02 of the Agreement.
(c) The Master Servicer shall instruct the Trustee to withdraw
from the Collection Account and deposit into the Reserve Fund on Deposit
Dates with respect to the Revolving Period Available Transferor's Principal
Collections for such Deposit Date, up to the amount of the excess, if any,
determined pursuant to Section 4.01(b)(ii)(B).
SECTION 4.02. Monthly Interest. The amount of monthly interest
----------------
("Monthly Interest") with respect to the Series (_) Certificates on any
Distribution Date shall be an amount equal to (a) (the actual number of days
in the related Interest Period divided by 360 multiplied by) (one-twelfth
multiplied by) (b) the product of (i) the Certificate Rate and (ii) the
outstanding principal balance of the Series (_) Certificates as of the close
of business on the day immediately preceding the Distribution Date.
On the Determination Date preceding each Distribution Date, the
Master Servicer shall determine the excess, if any (the "Interest
Shortfall"), of (x) the aggregate Monthly Interest for the Interest Period
applicable to such Distribution Date over (y) the amount which will be
available to be deposited in the Interest Funding Account on such
Distribution Date in respect thereof pursuant to this Series Supplement. If,
on any (Quarterly) (Semi-annual) Payment Date or any Special Payment Date, an
amount covering any Interest Shortfall for any prior Distribution Date shall
not have been deposited into the Interest Funding Account pursuant to Section
4.06(a)(i), then an additional amount ("Additional Interest") equal to (a)
(the actual number of days in the related Interest Period divided by 360
multiplied by) (one-twelfth multiplied by) (b) the product of (i) the
Certificate Rate plus two percentage points and (ii) such Interest Shortfall
----
(or the portion thereof which has not been paid or deposited in the Interest
Funding Account) shall be payable as provided herein with respect to the
Series (_) Certificates on each Distribution Date following such Distribution
Date to and including the Distribution Date on which such Interest Shortfall
is paid or deposited in the Interest Funding Account. Notwithstanding
anything to the contrary herein, Additional Interest shall be payable to the
Interest Funding Account or distributed to Series (_) Certificateholder only
to the extent permitted by applicable law.
SECTION 4.03. Determination of Monthly Principal. The amount of
----------------------------------
monthly principal ("Monthly Principal") distributable with respect to the
Series (_) Certificates on each Distribution Date with respect to an Early
Amortization Period and the Accumulation Period shall be equal to the
Available Investor Principal Collections with respect to such Distribution
Date; provided, however, that for each Distribution Date with respect to the
-------- -------
Accumulation Period, Monthly Principal shall not exceed the Controlled
Distribution Amount for such Distribution Date; and provided, further that
-------- -------
Monthly Principal shall not exceed the outstanding principal balance of the
Series (_) Certificates.
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts.
--------------------------------------------------
(a)(i) The Master Servicer, for the benefit of the Series (_)
Certificateholder, shall cause to be established and maintained in the name
of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
"Reserve Fund") which shall be identified as the "Reserve Fund for the Ford
Credit Auto Loan Master Trust II, Series (_)" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series (_) Certificateholder.
(ii) At the direction of the Master Servicer, funds on deposit in
the Reserve Fund shall be invested by the Trustee in Eligible Investments
selected by the Master Servicer that will mature so that such funds will be
available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall be
held by the Trustee for the benefit of the Series (_) Certificateholder. On
each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Reserve Fund
received prior to such Distribution Date shall be applied as set forth in
Section 4.06(a) of this Series Supplement. Funds deposited in the Reserve
Fund on a Business Day (which immediately precedes a Distribution Date) upon
the maturity of any Eligible Investments are not required to be invested
overnight.
(b)(i) The Master Servicer, for the benefit of the Series (_)
Certificateholder, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Interest Funding
Account"), which shall be identified as the "Interest Funding Account for the
Ford Credit Auto Loan Master Trust II, Series (_)" and shall bear a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series (_) Certificateholder.
(ii) At the direction of the Master Servicer, funds on deposit in
the Interest Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Master Servicer. All such Eligible Investments
shall be held by the Trustee for the benefit of the Series (_)
Certificateholder. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Interest Funding Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement. Funds deposited in the Interest
Funding Account on any Distribution Date (which are not distributed to
Certificateholders pursuant to Section 4.07 on such Distribution Date) shall
be invested at the direction of the Master Servicer in Eligible Investments
that will mature so that such funds will be available on or before the close
of business on the Business Day preceding the next following Distribution
Date or, if an Early Amortization Event shall have occurred, the next
following Special Payment Date. Funds deposited in the Interest Funding
Account on a Business Day (which immediately precedes a (Quarterly) (Semi-
annual) Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.
(c)(i) The Master Servicer, for the benefit of the Series (_)
Certificateholder, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), which shall be identified as the "Principal Funding Account for
Ford Credit Auto Loan Master Trust II, Series (_)" and shall bear a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series (_) Certificateholder.
(ii) At the direction of the Master Servicer, funds on deposit in
the Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Master Servicer; provided that (unless otherwise
-------- ----
agreed to by the Rating Agencies) such investments bear interest at a rate
based on LIBOR, payable on a monthly basis with the interest rate thereon
reset monthly. All such Eligible Investments shall be held by the Trustee
for the benefit of the Series (_) Certificateholder. On each Distribution
Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit therein shall be applied as set
forth in Section 4.06(a) of this Series Supplement. Funds on deposit in the
Principal Funding Account shall be invested at the direction of the Master
Servicer in Eligible Investments that will mature so that such funds will be
available on or before the close of business on the Business Day next
preceding the following Distribution Date or, if an Early Amortization Event
shall have occurred, the next Special Payment Date; provided, however,
-------- -------
Eligible Investments may mature so that funds will be available on the
following Distribution Date or Special Payment Date, as applicable, upon
notice from the Master Servicer to each Rating Agency and written
confirmation from Moody's to the Master Servicer that such change would not
result in a change in its rating on the Certificates. Funds deposited in the
Principal Funding Account on a Business Day (which immediately precedes the
Expected Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.
(d)(i) The Master Servicer, for the benefit of the Series (_)
Certificateholder, shall establish and maintain in the name of the Trustee,
on behalf of the Trust, an Eligible Deposit Account (the "Excess Funding
Account"), which shall be identified as the "Excess Funding Account for Ford
Credit Auto Loan Master Trust II, Series (_)" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Series (_) Certificateholder.
(ii) At the direction of the Master Servicer, funds on deposit in
the Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Master Servicer; provided that (unless otherwise
-------- ----
agreed to by the Rating Agencies) such investments bear interest at a rate
based on LIBOR, payable on a monthly basis with the interest rate thereon
reset monthly. All such Eligible Investments shall be held by the Trustee for
the benefit of the Series (_) Certificateholder. On each Distribution Date,
all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Excess Funding Account shall be applied
as set forth in Section 4.06(a) of this Series Supplement. Funds deposited
in the Excess Funding Account on any Distribution Date shall be invested in
Eligible Investments that will mature so that such funds will be available on
or before the close of business on the Business Day next preceding the
following Distribution Date; provided that if, pursuant to Section 4.13,
-------- ----
deposits to and withdrawals from the Excess Funding Account are being made on
a weekly or daily basis, then such Eligible Investments shall mature on each
Business Day on a weekly or daily basis, as the case may be; provided,
further that such Eligible Investments shall still mature so that funds will
-------- -------
be available on or before the close of business on the Business Day next
preceding the following Distribution Date. Funds deposited in the Excess
Funding Account on a Business Day (which immediately precedes a Distribution
Date) upon the maturity of any Eligible Investments are not required to be
invested overnight.
(e)(i) The Trustee shall possess all right, title and interest in
and to all funds on deposit from time to time in, and all Eligible
Investments credited to, the Reserve Fund, the Interest Funding Account, the
Principal Funding Account and the Excess Funding Account (collectively, the
"Series (_) Accounts") and in all proceeds thereof. The Series (_) Accounts
shall be under the sole dominion and control of the Trustee for the benefit
of the Series (_) Certificateholder. If, at any time, any of the Series (_)
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the Master
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 (_) Account meeting the conditions specified in
paragraph (a)(i), (b)(i), (c)(i) or (d)(i) above, as applicable, as an
Eligible Deposit Account and shall transfer any cash and/or any investments
to such new Series (_) Account. Neither the Transferor, the Master Servicer
nor any person or entity claiming by, through or under the Transferor, the
Master Servicer or any such person or entity shall have any right, title or
interest in, or any right to withdraw any amount from, any Series (_)
Account, except as expressly provided herein. Schedule 1, which is hereby
incorporated into and made part of this Series Supplement, identifies each
Series (_) Account by setting forth the account number of each such account,
the account designation of each such account and the name of the institution
with which such account has been established. If a substitute Series (_)
Account is established pursuant to this Section, the Master Servicer shall
provide to the Trustee an amended Schedule 1, setting forth the relevant
information for such substitute Series (_) Account.
(ii) Pursuant to the authority granted to the Master Servicer in
Section 3.01(a) of the Agreement, the Master Servicer shall have the power,
revocable by the Trustee, to make withdrawals and payments or to instruct the
Trustee to take withdrawals and payments from the Series (_) Accounts for the
purposes of carrying out the Master Servicer's or Trustee's duties hereunder.
SECTION 4.05. Deficiency Amount. With respect to each Distribution
-----------------
Date, on the related Determination Date, the Master Servicer shall determine
the amount (the "Deficiency Amount"), if any, by which
(a) the sum of
(i) Monthly Interest for such Distribution Date,
(ii) any Monthly Interest previously due but not deposited in the
Interest Funding Account on a prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and
any Additional Interest previously due but not deposited into the
Interest Funding Account on a prior Distribution Date,
(iv) the Certificateholder's Monthly Servicing Fee for such
Distribution Date,
(v) the Investor Default Amount, if any, for such Distribution
Date,
(vi) the Series (_) Allocation Percentage of the amount of any
Adjustment Payment required to be deposited in the Collection Account
pursuant to Section 3.09(a) of the Agreement with respect to the related
Collection Period that has not been so deposited as of such
Determination Date and,
(vii) the Net Trust Swap Payment, if any, with respect to such
Distribution Date,
exceeds (b) the sum of
-------
(i) Investor Non-Principal Collections for such Distribution
Date plus any Investment Proceeds plus the Net Trust Swap Receipt,
---- ----
if any, with respect to such Distribution Date and
(ii) the amount of funds in the Reserve Fund which are
available pursuant to Section 4.08(a) to cover any portion of the
amount, if any, by which the amount of clause (a) exceeds the
amount of clause (b)(i).
The "Required Subordination Draw Amount" shall be the lesser of (x)
----------------------------------
the Deficiency Amount and (y) either the Available Subordinated Amount or, in
the event of an Early Amortization Event (other than an Early Amortization
Event which has resulted in an Early Amortization Period which has ended as
described in clause (c) of the definition thereof), the Aggregate Available
Subordinated Amount on the related Determination Date. Following an Early
Amortization Event, any Required Subordination Draw Amount shall reduce the
Swap Available Subordinated Amount in its entirety before any reduction to
the Available Subordinated Amount.
SECTION 4.06. Application of Investor Non-Principal Collections,
---------------------------------------------------
Investment Proceeds, Net Trust Swap Receipts and Available Investor Principal
-----------------------------------------------------------------------------
Collections. The Master Servicer shall cause the Trustee to make the
-----------
following distributions on each Distribution Date:
(a) On each Distribution Date, an amount equal to the sum of
Investor Non-Principal Collections, and any Investment Proceeds and payments
in respect of Net Trust Swap Receipts, if any, with respect to such
Distribution Date will be distributed in the following priority:
(i) first, an amount equal to Monthly Interest for such
-----
Distribution Date (net of any Net Trust Swap Receipts not required to be paid
on such date), plus any payments in respect of Net Trust Swap Receipts (net
----
of any portion thereof included in Monthly Interest), if any, plus the amount
----
of any Monthly Interest previously due but not deposited in the Interest
Funding Account or distributed to the Series (_) Certificateholder on a prior
Distribution Date, plus the amount of any Additional Interest for such
----
Distribution Date and any Additional Interest previously due but not
deposited in the Interest Funding Account or distributed to the Series (_)
Certificateholder on a prior Distribution Date, shall be deposited to the
Interest Funding Account; then, the Net Trust Swap Payment, if any, shall be
paid to the Swap Counterparty;
(ii) second, an amount equal to the Certificateholder's Monthly
------
Servicing Fee for such Distribution Date shall be distributed to the Master
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(iii) third, an amount equal to the Reserve Fund Deposit Amount, if
-----
any, for such Distribution Date shall be deposited in the Reserve Fund;
(iv) fourth, an amount equal to the Investor Default Amount for
------
such Distribution Date shall be treated as a portion of Investor Principal
Collections for such Distribution Date; and
(v) fifth, the balance, if any, shall constitute Excess Servicing
-----
and shall be allocated and distributed as set forth in Section 4.10.
(b) On each Distribution Date with respect to the Revolving
Period, an amount equal to Available Investor Principal Collections deposited
in the Collection Account for the related Collection Period shall be applied
in the following priority:
(i) first, if (A) the Pool Balance at the end of the preceding
-----
Collection Period is less than the Pool Balance at the end of the second
preceding Collection Period and (B) the Pool Balance at the end of the
preceding Collection Period is less than the Required Participation Amount
for such Distribution Date (calculated before giving effect to any deposits
to the Excess Funding Account and any excess funding account for any other
Series in their revolving periods to be made on such Distribution Date), then
the Master Servicer shall cause to be deposited into the Excess Funding
Account an amount which will reduce the Invested Amount such that, together
with the deposits to the excess funding accounts (and the resulting
reductions in the invested amounts) for other outstanding Series in their
revolving periods for such Distribution Date, the Pool Balance is equal to
the Required Participation Amount, and
(ii) second, an amount equal to the balance (such balance being
------
part of "Excess Principal Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance with Section 4.04 of the
Agreement.
For purposes of determining the amount to be applied pursuant to subparagraph
(i) above, allocations of the amounts to be deposited in the Excess Funding
Account and the excess funding account for other outstanding Series shall be
made pro rata on the basis of the invested amounts (including the Invested
Amount) for such Series.
If the Master Servicer has elected in respect of a Collection
Period to make withdrawals from the Excess Funding Account on a daily or
weekly basis pursuant to Section 4.13(b), then deposits into the Excess
Funding Account required by this Section 4.06(b) shall be made on each
Business Day in such Collection Period (if daily withdrawals and deposits
have been elected) or on each Wednesday (or the next succeeding Business Day
if such Wednesday is not a Business Day) in such Collection Period (if weekly
withdrawals and deposits have been elected). In the case of such election,
the Pool Balance referred to in clause (B) above shall be the Pool Balance on
the preceding Business Day, in the case of an election to make daily deposits
and withdrawals, and on the Monday next preceding the related Wednesday, in
the case of an election to make weekly deposits and withdrawals.
(c) On each Distribution Date with respect to the Accumulation
Period or an Early Amortization Period, an amount equal to Available Investor
Principal Collections will be distributed in the following priority:
(i) first, an amount equal to Monthly Principal for such
-----
Distribution Date shall be deposited by the Master Servicer or the Trustee
into the Principal Funding Account; and
(ii) second, for each Distribution Date with respect to the
------
Accumulation Period unless an Early Amortization Event has occurred, after
giving effect to the deposit referred to in clause (i) above, an amount equal
to the balance (such balance being part of "Excess Principal Collections"),
if any, of such Available Investor Principal Collections shall be applied in
accordance with Section 4.04 of the Agreement and Section 4.11 hereof.
SECTION 4.07. Distributions to the Series (__) Certificateholder.
---------------------------------------------------
(a) The Master Servicer shall cause the Trustee to make the following
distributions at the following times from the Interest Funding Account, the
Principal Funding Account and the Excess Funding Account:
(i) on each (Quarterly) (Semi-annual) Payment Date and on each
Special Payment Date, all amounts on deposit in the Interest Funding
Account (other than Investment Proceeds) shall be distributed to the
Series (_) Certificateholder to pay accrued interest on the Series (_)
Certificates plus any accrued Additional Interest that has not been
previously distributed to the Series (_) Certificateholder;
(ii) on each Special Payment Date and on the Expected Final Payment
Date, all amounts on deposit in the Principal Funding Account, the
Excess Funding Account and (after giving effect to the application
pursuant to Section 4.07(a)(i)) the Interest Funding Account, up to a
maximum amount on any such day equal to the excess of the outstanding
principal balance of the Series (_) Certificates over the unreimbursed
Investor Charge-Offs, shall be distributed to the Series (_)
Certificateholder; and
(iii) on each Distribution Date following an Asset Composition
Event, the Asset Composition Amount will be distributed to Series (_)
Certificateholder as set forth in Section 4.12(b) of this Series
Supplement.
(b) (Reserved)
(c) The distributions to be made pursuant to this Section 4.07 are
subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the
Agreement and Sections 5.01, 9.01 and 9.02 of this Series Supplement.
SECTION 4.08. Application of Reserve Fund and Available
---------------------------------------------------
Subordinated Amount. (a) If the portion of Investor Non-Principal
--------------------
Collections, Investment Proceeds and Net Trust Swap Receipts, if any,
allocated to Series (_) Certificateholder on any Distribution Date pursuant
to Section 4.06(a) is not sufficient to make the entire distributions
required on such Distribution Date by Section 4.06(a)(i), (ii) and (iv), the
Master Servicer shall cause the Trustee to withdraw funds from the Reserve
Fund to the extent available therein, and apply such funds to complete the
distributions pursuant to Section 4.06(a)(i), (ii) and (iv); provided,
--------
however, that during any Early Amortization Period (other than an Early
-------
Amortization Period which has ended as described in clause (c) of the
definition thereof) funds shall not be withdrawn from the Reserve Fund to
make distributions otherwise required by Section 4.06(a)(iv) to the extent
that, after giving effect to such withdrawal, the amount on deposit in the
Reserve Fund shall be less than $1,000,000.
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, the Master Servicer shall, subject to the following
paragraph, apply or cause the Trustee to apply the Available Transferor's
Collections on deposit in the Collection Account on such Distribution Date,
but only up to the amount of the Required Subordination Draw Amount, to make
up the shortfall in the distributions required by Sections 4.06(a)(i), (ii)
and (iv) that have not been made through the application of funds from the
Reserve Fund in accordance with Section 4.08(a). Any such Available
Transferor's Collections remaining after the application thereof pursuant to
the preceding sentence shall be treated as a portion of Investor Principal
Collections for such Distribution Date, but only up to the amount of unpaid
Adjustment Payments allocated to Series (_) as described in Section
4.05(a)(vi). The amount of the Available Transferor's Collections applied in
accordance with the two preceding sentences shall reduce (i) if an Early
Amortization Event shall have occurred, first the Swap Available Subordinated
Amount to the extent thereof and then the Available Subordinated Amount, or
(ii) if an Early Amortization Event shall not have occurred, the Available
Subordinated Amount as described in clause (i)(x)(A) of the definition
thereof. If the Required Subordination Draw Amount exceeds Available
Transferor's Collections for such Distribution Date, (i) the Swap Available
Subordinated Amount to the extent thereof and then the Available Subordinated
Amount or (ii) the Available Subordinated Amount, as the case may be, shall
be further reduced by the amount of such excess, but not by more than the sum
of (x) the Investor Default Amount and (y) the amount of unpaid Adjustment
Payments allocated to Series (_) as described in Section 4.05(a)(vi).
If for such Distribution Date the sum of the Required Subordination
Draw Amount and the aggregate of the required subordination draw amounts for
all other Series outstanding exceeds the Available Transferor's Collections
on deposit in the Collection Account on such Distribution Date, then such
Available Transferor's Collections shall be allocated to such Series
(including Series (_)) pro rata on the basis of such required subordination
draw amounts (including the Required Subordination Draw Amount).
(c) After giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund made pursuant to Sections 4.01(c), 4.04,
4.06(a) and 4.08(a) and (d), (i) if the amount in the Reserve Fund is
greater than the Reserve Fund Required Amount (or, for any Distribution Date
with respect to an Early Amortization Period, the Excess Reserve Fund
Required Amount) for such Distribution Date, then the Master Servicer shall
cause the Trustee to distribute such excess amount to the Transferor and (ii)
if the amount in the Reserve Fund is less than such Reserve Fund Required
Amount, then the Trustee shall, subject to the following paragraph, deposit
any remaining Available Transferor's Collections on deposit in the Collection
Account for such Distribution Date after giving effect to paragraph (b) of
Section 4.08 into the Reserve Fund until the amount in the Reserve Fund is
equal to such Reserve Fund Required Amount. On the 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 (_) Certificates, any funds remaining on deposit in the Reserve
Fund shall be paid to the Transferor.
If for such Distribution Date the sum of the amount required to be
deposited into the Reserve Fund and the aggregate of the amounts required to
be deposited into the reserve funds for all other Series outstanding exceeds
the Available Transferor's collections that remain available to make such
deposits on such Distribution Date, then such remaining Available
Transferor's Collections shall be allocated to such Series (including Series
(_)) pro rata on the basis of the amounts required to be deposited in each
such reserve fund (including the Reserve Fund).
(d) If, for any Distribution Date with respect to an Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund and the reserve funds for other
Series made pursuant to Sections 4.01(c), 4.04, 4.06(a) and 4.08(a), the
amount in the Reserve Fund is less than the Excess Reserve Fund Required
Amount for such Distribution Date, the Trustee shall, subject to the
following paragraph, deposit any remaining Available Transferor's Collections
on deposit in the Collection Account for such Distribution Date into the
Reserve Fund until the amount in the Reserve Fund is equal to such Excess
Reserve Fund Required Amount.
If for any Distribution Date the sum of the amount required to be
deposited into the Reserve Fund to fund the Excess Reserve Fund Required
Amount and the aggregate of the amounts required to be deposited into the
reserve funds for all other Series outstanding to fund the excess reserve
fund required amounts for such Series exceeds the remaining Available
Transferor's Collections available to make such deposits for such
Distribution Date, then such remaining Available Transferor's Collections
shall be allocated to such Series (including Series (_)) pro rata on the
basis of such amounts required to be deposited in each such reserve fund
(including the Reserve Fund) to fund the excess reserve fund required amount.
(e) The balance of Available Transferor's Collections on any
Distribution Date, after giving effect to any distributions thereof pursuant
to Sections 4.08(b), (c) and (d) and the distributions in respect of other
Series referred to in Sections 4.08(b), (c) and (d), shall be distributed to
the Transferor on such Distribution Date; provided that if the Trust
-------- ----
Aggregate Available Subordinated Amount for the immediately preceding
Determination Date exceeds the Transferor's Participation Amount on such
date (determined after giving effect to any Principal Receivables transferred
to the Trust on such Distribution Date), Section 4.08(c) hereof shall not
apply and such balance of Available Transferor's Collections shall be
deposited into the Reserve Fund to the extent of such excess. Any remaining
Available Transferor's Principal Collections shall be paid to the Transferor.
(f) Notwithstanding any other provision herein, FCAR may elect to
increase the Available Subordinated Amount up to the lesser of (i) $(_) and
(ii) (_)% of the Invested Amount at the time of such increase.
SECTION 4.09. Investor Charge-Offs. If, on any Distribution Date
--------------------
on which the Available Subordinated Amount on the preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals
and deposits to be made on such Distribution Date) is zero and the Deficiency
Amount for such Distribution Date is greater than zero, the Invested Amount
shall be reduced by the amount of the excess of such Deficiency Amount over
any remaining Available Subordinated Amount on such Determination Date, but
not by more than the Investor Default Amount. Investor Charge-Offs shall
thereafter be reimbursed and the Invested Amount increased (but not by an
amount in excess of the aggregate unreimbursed Investor Charge-Offs) on any
Distribution Date by the sum of (a) Allocable Miscellaneous Payments with
respect to such Distribution Date and (b) the amount of Excess Servicing
allocated and available for that purpose pursuant to Section 4.10(a).
SECTION 4.10. Excess Servicing. The Master Servicer shall cause
----------------
the Trustee to apply, on each Distribution Date, Excess Servicing with
respect to the Collection Period immediately preceding such Distribution
Date, to make the following distributions in the following priority:
(a) an amount equal to the aggregate amount of Investor
Charge-Offs which have not been previously reimbursed as provided in
Section 4.09 (after giving effect to the allocation on such Distribution
Date of any amount for that purpose pursuant to Section 4.09) shall be
treated as a portion of Available Investor Principal Collections with
respect to such Distribution Date;
(b) an amount equal to the aggregate outstanding amounts of the
Certificateholder's Monthly Servicing Fee which have been previously
waived pursuant to Section 3.01 shall be distributed to the Master
Servicer; and
(c) the balance, if any, shall be distributed to the Transferor.
SECTION 4.11. Excess Principal Collections.
----------------------------
"Series (___) Excess Principal Collections", with respect to any
-----------------------------------------
Distribution Date, shall mean Excess Principal Collections for such
Distribution Date in an amount equal to the lesser of (a) the Series (_)
Principal Shortfall, if any, for such Distribution Date and (b) an amount
equal to the product of (x) Excess Principal Collections for all Series for
such Distribution Date and (y) a fraction, the numerator of which is the
Series (_) 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 (_) Principal Shortfall, with respect to
any Distribution Date, shall equal the excess of (i) (x) for any Distribution
Date with respect to the Accumulation Period, the Controlled Distribution
Amount or (y) for any Distribution Date with respect to an Early Amortization
Period, the Invested Amount, over (ii) Available Investor Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Excess Principal Collections).
SECTION 4.12. Asset Composition Event. (a) "Asset Composition
-----------------------
Event" shall mean and will occur if during the revolving period for any
Series (a) the sum of all Eligible Investments and amounts on deposit in all
Series Accounts represents more than 25% of the Trust Assets on each of
twelve or more consecutive Determination Dates; or (b) on each of any two
consecutive Determination Dates the sum of all Eligible Investments and
amounts on deposit in all Series Accounts represents more than 45% of the
total assets of the Trust, in each case after giving effect to all payments
made or to be made on the Distribution Date next succeeding each such
respective Determination Date.
No Asset Composition Event will arise, and any pre-existing Asset Composition
Event will be of no further effect, following the beginning of the
Accumulation Period or the Early Amortization Period.
(b) Upon the occurrence of an Asset Composition Event, the Master
Servicer shall calculate the minimum additional amount that would be
necessary to be paid out of the Series (_) Accounts on the next Distribution
Date to achieve compliance with the percentages set forth in Sections 4.12
(a) and (b), after giving effect to such additional payment and to all other
payments that would otherwise have been made on such Distribution Date
pursuant to Section 4.06 and Section 4.07, and interest on and principal of
the Series (_) Certificates will become payable on such Distribution Date,
and the Master Servicer shall cause the Trustee to make such payment in the
amount required (the "Asset Correction Amount") to achieve compliance with
the percentages set forth in Sections 4.12(a) and (b) by applying amounts on
deposit in the Interest Funding Account and the Excess Funding Account in the
following order of priority:
(i) first, amounts shall be withdrawn from the Interest Funding
-----
Account to pay all or a portion of accrued but unpaid interest on the
Certificates; and
(ii) second, amounts shall be withdrawn from the Excess Funding
------
Account to repay a portion of the outstanding principal balance of the
Certificates.
SECTION 4.13. Excess Funding Account. (a) Any funds on deposit
----------------------
in the Excess Funding Account at the beginning of the Accumulation Period or
upon the occurrence of an Early Amortization Event will be deposited in the
Principal Funding Account. In addition, no funds will be deposited in the
Excess Funding Account during the Accumulation Period or any Early
Amortization Period.
(b) If (i) on any Determination Date during the Revolving Period
there are any funds in the Excess Funding Account and (ii) the Pool Balance
at the end of the preceding Collection Period is greater than the Pool
Balance at the end of the second preceding Collection Period, then, subject
to the other provisions of this Section 4.13(b) and to Sections 4.13(c) and
(d), the Invested Amount and the invested amounts (but, in each case, not in
excess of the initial principal amount of such Series) for all other
outstanding Series that provide for an excess funding account or similar
arrangement and are in their revolving periods shall be increased such that,
after giving effect to such increases, the Required Participation Amount is
at least equal to the Pool Balance. On such Determination Date the Master
Servicer shall notify the Trustee of the amount, if any, of such increase in
the Invested Amount and the Trustee shall withdraw from the Excess Funding
Account and pay to the Transferor or allocate to one or more other Series, on
the immediately succeeding Distribution Date, an amount equal to the amount
of such increase in the Invested Amount. Such payment shall be in payment or
partial payment pursuant to the Receivables Purchase Agreement for additional
Principal Receivables transferred to the Trust or allocated to Series (_).
To the extent that the Invested Amount is increased by any payment to the
Transferor or any allocation to one or more other Series, the Transferor's
Interest or such other Series' invested amount, as applicable, shall be
reduced by the amount of such payment. In addition, any increase in the
Invested Amount is subject to the condition that after giving effect to such
increase the Pool Balance equals or exceeds the sum of (A) the Required
Participation Amount (exclusive of the amount in clause (b) of the definition
thereof), (B) the sum of the Required Subordinated Amount and the sum of the
required subordinated amounts for all other Series (or, if such other series
shall have no required subordinated amount, the available subordinated amount
with respect to such Series) and (C) the sum of the Swap Available
Subordinated Amount and any other subordinated amounts supporting any other
Enhancement for all other Series. In connection with the foregoing, the
Transferor shall endeavor (taking into account any seasonality experienced in
the Accounts in the Trust) to minimize the amounts on deposit, from time to
time, in the Excess Funding Account.
The Transferor may elect to make such withdrawals from the Excess
Funding Account and the excess funding accounts or similar arrangements for
other Series on a daily or weekly basis during a Collection Period by giving
the Trustee notice of such election at least two Business Days and no more
than five Business Days prior to the commencement of such daily or weekly
withdrawals. If such election is made, then deposits into the Excess Funding
Account and excess funding accounts or similar arrangements for other Series
shall be made on a similar basis for the related Collection Period. If such
election is for withdrawals on a daily basis, then such withdrawals shall be
made on each Business Day and the Pool Balance to be referenced shall be the
Pool Balance on the next preceding Business Day. If such election is for
withdrawals on a weekly basis, then such withdrawals shall be made on each
Wednesday (or if such Wednesday is not a Business Day, then on the Business
Day next succeeding such Wednesday) and the Pool Balance to be referenced
shall be the Pool Balance on the preceding Monday.
(c) In the event that other Series issued by the Trust provide for
excess funding accounts or other arrangements similar to the Excess Funding
Account involving fluctuating levels of investments in Principal Receivables,
(i) the allocation of additional Principal Receivables to increase the
Invested Amount and the invested amounts of such other Series (and the
related withdrawals from the Excess Funding Account and the other excess
funding or similar accounts) will be based on the proportion that the amount
on deposit in the Excess Funding Account bears to amounts on deposit in the
excess funding accounts (including the Excess Funding Account) of all Series
providing for excess funding accounts or such similar arrangements or to
amounts otherwise similarly available and (ii) the deposit of amounts into
the Excess Funding Account and the excess funding accounts of such other
Series will be pro rata based on the proportion that the Invested Amount
bears to the invested amounts (including the Invested Amount) of all Series
providing for excess funding accounts or such similar arrangements.
(d) In the event that any other Series is in an amortization
period, early amortization period or accumulation period, the amounts of any
withdrawals from the Excess Funding Account shall be applied first to satisfy
-----
in full any then applicable funding or payment requirements of such Series
and second to make a payment to the Transferor. In the event that more than
------
one other Series is in an amortization period, early amortization period or
accumulation period, the amounts of any withdrawals from the Excess Funding
Account shall be allocated (and, if necessary, reallocated) among such Series
as specified in the related Series Supplement, to meet the funding or payment
requirements of each such Series first to satisfy in full all then applicable
-----
funding or payment requirements of each such Series and second to make a
------
payment to the Transferor.
ARTICLE V
Distributions and Reports to the
--------------------------------
Series (_) Certificateholder
----------------------------
SECTION 5.01. Distributions. (a) On each Distribution Date, the
-------------
Trustee shall distribute to the Common Depositary by wire transfer the pro
rata share (based on the aggregate fractional undivided interests of the
Series (_) Certificates represented by the Permanent Global Certificate) of
the amounts on deposit in the Series (_) Accounts that are payable to the
Series (_) Certificateholder on such Distribution Date pursuant to Section
4.07.
(b) Distributions to the Series (_) Certificateholder with respect
to the Bearer Certificates and Coupons shall be payable only upon
presentation of such Bearer Certificates or Coupons, as the case may be, at
the offices of the Paying Agents outside the United States as may be
appointed by the Trustee from time to time. At the option of the bearer of
the Bearer Certificates and Coupons, and subject to the applicable laws and
regulations, such payments shall be made by a U.S. Dollar check drawn on a
bank in New York City or by transfer to a U.S. Dollar account maintained by
such bearer with a bank located outside the United States. If payment in
U.S. dollars at the offices of all such Paying Agents outside the United
States becomes illegal or is effectively precluded because of the imposition
of exchange controls or similar restrictions on the payment or receipt of
such amounts in U.S. dollars, the Trustee shall appoint an office or agent in
the United States to which such payment may be made. Any money paid by the
Trust to any of the Paying Agents for the payment of Coupons which remains
unclaimed for two years shall be returned to the Trust and the bearer of the
Coupons may look only to the Trust for payment thereof. No demand for
payment on the Bearer Certificates or Coupons may be made at any office of
any Paying Agent in the United States nor shall any payment be made by
transfer to an account in, or by mail to an address in, the United States.
SECTION 5.02. Reports and Statements to Series (___)
------------------------------------------------
Certificateholder; Other Reports. (a) At least two Business Days prior to
--------------------------------
each Distribution Date, the Master Servicer will deliver to the Trustee and
the Rating Agencies statements substantially in the forms of Exhibits B-1 and
B-2 and deliver to Investor Certificateholders statements substantially in
the form of Exhibit B-1.
(b) A copy of each statement provided pursuant to paragraph (a)
will be made available for inspection at the Corporate Trust Office.
(c) No less frequently than semiannually, the Master Servicer will
provide to Xxxxx'x certain data concerning the Manufacturer base comprising
the PRIMUS U.S. wholesale loan portfolio in the form previously agreed upon
between the Master Servicer and Xxxxx'x.
(d) The Master Servicer will notify Xxxxx'x upon any material
change in the dealer audit policies and procedures of PRIMUS from those
currently in effect at the Closing Date and provide Xxxxx'x with a
description thereof.
(SECTION 5.03. Determination of Three-Month LIBOR.
----------------------------------
(a) On each Adjustment Date prior to the occurrence of an Early
Amortization Event or subsequent to the recommencement, if any, of the
Revolving Period, the Calculation Agent shall determine Three-Month LIBOR
applicable to the calculation of the Certificate Rate for the next Interest
Period and provide such rate to the Trustee. Except as otherwise provided
herein, Three-Month LIBOR shall equal the rate appearing for deposits in U.S.
dollars having a three-month maturity which appears on Telerate Page 3750 as
of 11:00 A.M., London time, on an Adjustment Date.
(b) If on any such Adjustment Date no such rate appears on
Telerate Page 3750, the Calculation Agent shall request the principal London
office of four major banks in the London interbank market selected by the
Calculation Agent (the "Calculation Banks") to provide a quotation of the
rate at which it is offering at approximately 11:00 A.M., London time, on
such Adjustment Date, to prime banks in the London interbank market,
commencing on the second London Business day immediately following such
Adjustment Date and having a three-month maturity and in a principal amount
of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time. If at least two such quotations are
provided, Three-Month LIBOR for such Adjustment Date shall be calculated by
the Calculation Agent and shall equal the arithmetic mean (rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
5 one-millionths of a percentage point rounded upwards) of such quotations.
If less than two such quotations are provided, Three-Month LIBOR on such
Adjustment Date shall be calculated by the Calculation Agent and shall be
equal the arithmetic mean (rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with 5 one-millionths of a percentage point
rounded upwards) of the rates quoted by three major banks in New York City
selected by the Calculation Agent at approximately 11:00 A.M., New York time,
on such Adjustment Date for loans in U.S. dollars to leading European banks,
commencing on the second LIBOR Business Day immediately following such
Adjustment Date and having a three-month maturity and in a principal amount
equal to an amount not less than U.S $1,000,000 that is representative for a
single transaction in such market at such time.
(c) If on any such Adjustment Date the Calculation Agent is unable
to establish Three-Month LIBOR in the manner provided in paragraph (a) or (b)
above, Three-Month LIBOR shall be the Three-Month LIBOR established on the
preceding Adjustment Date.
(d) The establishment of Three-Month LIBOR and each Certificate
Rate for the Series (_) Certificates by the Calculation Agent and the
Trustee, as the case may be, shall (in the absence of manifest error) be
final, conclusive and binding upon each Holder of a Series (_) Certificate.)
(SECTION 5.04. Determination of One-Month LIBOR.
--------------------------------
(a) The establishment of One-Month LIBOR, if applicable, by the
Calculation Agent and the Trustee, as the case may be, shall (in the absence
of manifest error) be final, conclusive and binding upon each Holder of a
Series (_) Certificate.)
ARTICLE VI
The Series (_) Certificates
---------------------------
SECTION 6.01. (a) Notwithstanding anything to the contrary in the
Agreement, the Series (_) Certificates initially shall be issued in the form
of a single temporary global certificate (the "Temporary Global Certificate")
in bearer form, without interest coupons, in the denomination of the entire
aggregate principal amount of the Series (_) Certificates and substantially
in the form set forth in Exhibit A-1. The Temporary Global Certificate shall
be authenticated and delivered by the Trustee outside the United States to
the Custodian which shall hold the same on behalf of the Series (_)
Certificateholder. The Custodian on behalf of the Series (_)
Certificateholder shall be entitled to receive the permanent global
certificate substantially in the form set forth in Exhibit A-2 (the
"Permanent Global Certificate") in replacement of the Temporary Global
Certificate.
(b) Definitive Certificates in bearer form ("Bearer Certificates")
with coupons attached thereto at the time of issue for the interest due on
each (Quarterly) (Semi-annual) Payment Date thereafter, shall be exchanged
for beneficial interests in the Permanent Global Certificate within 60
calendar days following the receipt of notice from the Series (_)
Certificateholder to the Custodian (who shall immediately forward a copy of
such notice to the Trustee) or to the Trustee, requesting Bearer Certificates
(each, a "Second Exchange Date"). The Trustee not less than 45 days prior to
any Second Exchange Date shall send written notice to the Transferor, the
Master Servicer and the Paying Agent of receipt of such notice.
(c) On any Second Exchange Date, all or a portion of the interests
in the Permanent Global Certificate shall be exchanged for Bearer
Certificates. When the Trustee receives a request for the exchange of
interests in the Permanent Global Certificate for Bearer Certificates, the
Transferor, at the request of the Trustee shall, without undue delay, arrange
for the printing of the Bearer Certificates in accordance with applicable
printing regulations and, upon completion of such printing, deliver such
Bearer Certificates to arrange for authentication and delivery to or to the
order of the Custodian. All Bearer Certificates so issued and delivered
shall have Coupons attached substantially in the form of Exhibit C (the
"Coupons"). The Bearer Certificates shall constitute "Bearer Certificates"
for all purposes under the Agreement, and the provisions of the Agreement
relating to Bearer Certificates shall apply to the Bearer Certificates in all
respects. The bearer of each Coupon, whether or not the Coupon is attached
to the Bearer Certificate, shall be subject to and bound by all the
provisions contained in the Bearer Certificate to which such Coupon relates.
The Bearer Certificates shall be issued in denominations of $1,000.
(d) Upon the exchange of any portion of the Permanent Global
Certificate for Bearer Certificates, the Permanent Global Certificate shall
be endorsed by or on behalf of the Trustee to reflect the reduction of its
principal amount by an amount equal to the corresponding principal amount of
Bearer Certificates which the Trustee or its designated agent shall
authenticate. If at the time of any Second Exchange Date, any beneficial
interests remain in the Temporary Global Certificate, such interest must be
exchanged for a beneficial interest in the Permanent Global Certificate in
accordance with the provisions of the Agreement prior to exchange for Bearer
Certificates.
ARTICLE VII
Amortization Events
-------------------
SECTION 7.01. Additional Amortization Events. The occurrence of
-------------------------------
any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Series (_)
Certificateholder, be deemed to be an Early Amortization Event solely with
respect to Series (_):
(a) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than (_)%;
(b) on any Determination Date, the Available Subordinated Amount
for the next Distribution Date will be less than the Required
Subordinated Amount on such Determination Date, after giving effect to
the distributions to be made on the next Distribution Date;
(c) any Servicing Default with respect to Series (_) occurs;
(d) on any Determination Date, as of the last day of the preceding
Collection Period, the aggregate amount of Principal Receivables
relating to Used Vehicles exceeds (_)% of the Pool Balance on such last
day;
(e) the Interest Rate Swap is terminated in accordance with its
terms;
(f) the outstanding principal amount of the Certificates is not
repaid by the Expected Payment Date; or
(g) the Master Servicer determines that the Trust has or will
become obligated to deduct or withhold amounts ("Withholding Tax") from
payments to be made with respect to the Certificates on the next
succeeding Payment Date for or on account of any tax, assessment or
other governmental charge by the U.S. or any political subdivision or
taxing authority thereof or therein on any amounts due to the beneficial
owner of the Certificates, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated thereunder) of
the U.S. or any political subdivision or taxing authority thereof or
therein, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or
amendment becomes effective on or after the Closing Date; provided that
-------- ----
such obligation to deduct or withhold cannot be avoided prior to the
imposition of any such Withholding Tax by the use of reasonable measures
available to the Trust that, in the opinion of the Master Servicer,
which opinion shall be rendered in good faith, shall not have either (A)
a material adverse impact upon the conduct of the business of the
Transferor or (B) an adverse effect on the rating of the Certificates of
any other outstanding Series. The Master Servicer's determination shall
be evidenced by delivery to the Trustee of (x) a certificate setting
forth a statement of facts showing that such Amortization Event has
occurred or shall occur and (y) an opinion of independent tax counsel to
such effect based on such statement of facts.
ARTICLE VIII
Optional Repurchase
-------------------
SECTION 8.01. Optional Repurchase. (a) On any Distribution Date
-------------------
occurring after the date on which the Invested Amount is reduced to (_)% of
the principal amount of the Certificates on the Closing Date or less, the
Transferor shall have the option, subject to the condition set forth in
paragraph (c), to purchase the entire, but not less than the entire, Series
(_) Certificateholder's Interest, at a purchase price equal to the
Reassignment Amount for such Distribution Date.
(b) The Transferor shall give the Master Servicer and the Trustee
at least 10 days' prior written notice of the Distribution Date on which the
Transferor intends to exercise such purchase option. Not later than 12:00
noon, New York City time, on such Distribution Date the Transferor shall
deposit the Reassignment Amount into the Collection Account in immediately
available funds. Such purchase option is subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be distributed as set
forth in Section 9.01(b).
(c) If at the time the Transferor exercises its purchase option
hereunder the Transferor's long-term unsecured debt has a rating lower than
the lowest investment grade rating of the Rating Agency, the Transferor shall
deliver to the Trustee on such Distribution Date an Opinion of Counsel (which
must be an independent outside counsel) to the effect that, in reliance on
certain certificates to the effect that the Series (_) Certificateholder's
Interest purchased by the Transferor constitutes fair value for the
consideration paid therefor and as to the solvency of the Transferor, the
purchase of the Series (_) Certificateholder's Interest would not be
considered a fraudulent conveyance under applicable law.
ARTICLE IX
Final Distributions
-------------------
SECTION 9.01. Sale of Certificateholders' Interest Pursuant to
---------------------------------------------------
Section 2.03 of the Agreement; Distributions Pursuant to Section 8.01 of the
-----------------------------------------------------------------------------
Series Supplement or Section 2.03 or 12.02(c) of the Agreement. (a) The
-----------------------------------------------------------------
amount to be paid by the Transferor to the Collection Account with respect to
Series (_) in connection with a purchase of the Certificateholder's Interest
pursuant to Section 2.03 of the Agreement shall equal the Reassignment Amount
for the Distribution Date on which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 8.01 or 9.01 of this Series Supplement
or Section 2.03 of the Agreement or any Termination Proceeds deposited into
the Collection Account pursuant to Section 12.02(c) of the Agreement, the
Trustee shall, not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (or, if such date is
not a Distribution Date, on the immediately following Distribution Date) (in
the priority set forth below): (i) first, (x) deposit the Invested Amount on
-----
such date into the Principal Funding Account and (y) deposit the amount of
accrued and unpaid interest on the unpaid balance of the Certificates, plus
----
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Interest
Funding Account or paid to Series (_) Certificateholder on any prior
Distribution Date, into the Interest Funding Account, up to the Reassignment
Amount for Series (___) and (ii) second, pay the remainder of any Termination
------
Proceeds to the Transferor.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Principal
Funding Account and the Interest Funding Account pursuant to Section 8.01 or
9.01 and all other amounts on deposit therein shall be distributed in full to
the Series (_) Certificateholder 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 (_).
ARTICLE X
Miscellaneous Provisions
------------------------
SECTION 10.01. Execution and Delivery of the Interest Rate Swap.
--------------------------------------------------
On the Closing Date the Trustee shall execute and deliver the Interest Rate
Swap. On the Closing Date the Transferor shall contribute the amount of the
Initial Exchange Amount (as defined in the Interest Rate Swap) to the Trust
by paying such amount to the Swap Counterparty on behalf of the Trust.
SECTION 10.02. 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 10.03. 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 10.04. Governing Law. This Series Supplement shall be
--------------
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
IN WITNESS WHEREOF, the Transferor, the Master Servicer and the
Trustee have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.
FORD CREDIT AUTO RECEIVABLES
LLC,
Transferor
By:____________________________
Name:
Title:
FORD MOTOR CREDIT COMPANY,
Master Servicer
By:____________________________
Name:
Title:
THE CHASE MANHATTAN BANK, Trustee
By:____________________________
Name:
Title:
EXHIBIT A-1
(FORM OF TEMPORARY GLOBAL CERTIFICATE)
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")
AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED
HEREIN).
THIS CERTIFICATE IS A TEMPORARY GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR A PERMANENT GLOBAL CERTIFICATE.
THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL CERTIFICATE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
THE PERMANENT GLOBAL CERTIFICATE ARE AS SPECIFIED IN THE
AGREEMENT AND THE SERIES SUPPLEMENT (AS DEFINED HEREIN).
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.
TEMPORARY GLOBAL CERTIFICATE
representing
$(_)
FORD CREDIT AUTO LOAN MASTER TRUST II
SERIES (_)
(FLOATING RATE) (FIXED RATE) AUTO LOAN
ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
FORD CREDIT AUTO LOAN MASTER TRUST II
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
----
receivables (the "Receivables") generated or acquired from time to time in
the ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Ford Motor Credit Company ("Ford Credit") or
other Originators meeting certain eligibility criteria. This certificate (a
"Certificate") does not represent any interest in, or obligation of, Ford
Credit Auto Receivables LLC ("FCAR" or the "Transferor"), Ford Credit, any
other Originator or any affiliate thereof.
The holder of this Temporary Global Certificate shall not be
entitled to receive payments of interest hereon. This Temporary Global
Certificate shall in all other respects be entitled to the same benefits as
the Permanent Global Certificate under the Agreement and the Series
Supplement.
This Temporary Global Certificate is exchangeable on and after the
Exchange Date in whole or from time to time in part for interests in the
Permanent Global Certificate upon presentation of a certification, in
accordance with the Agreement, to the effect that the beneficial owner of
such interest in the Permanent Global Certificate is not a U.S. Person. Upon
exchange of any portion of this Temporary Global Certificate for interests in
the Permanent Global Certificate, the Trustee shall cause Schedule A of this
Temporary Global Certificate to be endorsed to reflect the reduction of its
principal amount by an amount equal to the increase in the principal amount
of the Permanent Global Certificate, whereupon the principal amount of this
Temporary Global Certificate shall be reduced for all purposes by the amount
so exchanged and noted.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Temporary Global
Certificate shall not be entitled to any benefit under the Agreement or the
Series Supplement or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to
be duly executed.
FORD CREDIT AUTO RECEIVABLES
LLC
By:_________________________
Name:
Title:
Dated: ______________, (___)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
_____________________________,
as Trustee,
by
______________________________
Authorized Officer
REVERSE OF CERTIFICATE
The bearer of this Certificate (the "Series (_)
Certificateholder"), is the owner of a fractional undivided interest in
certain assets of the FORD CREDIT AUTO LOAN MASTER TRUST II (the "Trust")
created pursuant to a Pooling and Servicing Agreement (the "P&S") dated as of
September 30, 1997, as supplemented by the Series (_) Series Supplement dated
as of (_), among Ford Credit Auto Receivables LLC ("FCAR"), as Transferor
(the "Transferor"), Ford Motor Credit Company ("Ford Credit"), as servicer
(the "Master Servicer"), and The Chase Manhattan Bank, as trustee (the
"Trustee"), that are allocated to the Series (_) Certificateholder's Interest
pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement.
The corpus of the Trust will include (a) all of the Transferor's
right, title and interest in, to and under the Receivables in each Account
and all Related Security with respect thereto owned by the Transferor at the
close of business on the Cut-Off Date, in the case of the Initial Accounts,
and on the applicable Additional Cut-Off Date, in the case of Additional
Accounts, and all monies due or to become due and all amounts received with
respect thereto and all proceeds (including "proceeds" as defined in Section
9-306 of the UCC as in effect in the State of Michigan) and Recoveries
thereof, (b) all of the Transferor's rights, remedies, powers and privileges
with respect to such Receivables under the Receivables Purchase Agreement,
(c) all of the Transferor's right, title and interest in, to and under the
Receivables in each Account and all Related Security with respect thereto
owned by the Transferor at the close of business on each Transfer Date and
not theretofore conveyed to the Trust, all monies due or to become due and
all amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the State
of Michigan) and Recoveries thereof, (d) all monies on deposit in, and
Eligible Investments credited to, the Collection Account or any Series
Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Transferor's
Certificate will be issued pursuant to the Pooling and Servicing Agreement
which will represent the Transferor's Interest in the Trust. The
Transferor's Certificate will represent the interest in the Trust Assets not
represented by the Investor Certificates.
The Receivables consist of advances made directly or indirectly by
Ford Credit to domestic automobile dealers franchised by Ford Motor Company
and/or other automobile manufacturers or distributors.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Transferor may from time to time direct the Trustee, on behalf
of the Trust, to issue one or more new Series of Investor Certificates, which
will represent fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series (_) Certificateholder
by virtue of the acceptance hereof assents and is bound. Although a summary
of certain provisions of the Pooling and Servicing Agreement is set forth
below, this Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to the Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement
(without schedules) may be requested from the Trustee by writing to the
Trustee at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust Department. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Pooling and Servicing Agreement.
The Transferor has entered into the Pooling and Servicing Agreement
and the Series (_) Certificates have been (or will be) issued with the
intention that the Series (_) Certificates will qualify under applicable tax
law as indebtedness of FCAR secured by the Receivables. The Transferor, each
Beneficiary and each Series (_) Certificateholder and each beneficial owner
thereof, by the acceptance of its Certificate, as applicable, agrees to treat
the Series (_) Certificates as indebtedness of FCAR secured by the
Receivables for Federal income taxes and state and local income, single
business and franchise taxes.
On the Distribution Date occurring after the Invested Amount is
reduced to (_)% of the original principal amount of the Certificates or less,
the Transferor has the option, subject to the condition set forth in Section
8.01(c) of the Series Supplement, to purchase the entire Series (_)
Certificateholder's Interest in the Trust. The purchase price will be equal
to the Reassignment Amount (as defined in the Series Supplement).
This Certificate does not represent an obligation of, or an
interest in, Ford Motor Company, the Transferor, the Master Servicer, any
other Originator or any affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality. This Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to
time (including in connection with the issuance of a Supplemental
Certificate) by the Master Servicer, the Transferor and the Trustee, without
the consent of any of the Series (_) Certificateholders, so long as any such
action shall not adversely affect in any material respect the interests of
the Certificateholder of any outstanding Series as evidenced by either (i)
satisfaction of the Rating Agency Condition with respect to the affected
Investor Certificates or (ii) an Opinion of Counsel for the Transferor
addressed and delivered to the Trustee confirming that such amendment will
not adversely affect in any material respect the interests of the
Certificateholders of any outstanding Series. The Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Trustee's
rights, duties or immunities under the Pooling and Servicing Agreement or
otherwise. Notwithstanding anything contained therein to the contrary, the
Trustee, with the consent of any Enhancement Providers, may at any time and
from time to time amend, modify or supplement the form of Distribution Date
Statement.
The Pooling and Servicing Agreement may also be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Master Servicer, the Transferor and the Trustee with the
consent of the Holders of Investor Certificates evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the certificates of the
Investor Certificates of all adversely affected Series, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however, that
-------- -------
no such amendment to the Pooling and Servicing Agreement shall (i) reduce in
any manner the amount of or delay the timing of distributions to be made to
Investor Certificateholders or deposits of amounts to be so distributed
without the consent of each such affected Investor Certificateholder; (ii)
change the definition or the manner of calculating any certificateholders'
interest without the consent of each affected Investor Certificateholder;
(iii) reduce the amount available under any Enhancement without the consent
of each affected Investor Certificateholder; (iv) adversely affect the rating
of any Series or class by each Rating Agency without the consent of the
holders of certificates of such Series or class evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates
of such Series or Class; or (v) reduce the aforesaid percentage required to
consent to any such amendment without the consent of the Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended
in any manner which adversely affects the interests of any Enhancement
Provider without its prior consent.
Schedule A
Exchange of interests in this Temporary Global Certificate
for interests in the Permanent Global Certificate
Principal amount of Principal
------------------- ---------
this Temporary Global amount of this
--------------------- --------------
Certificate exchanged Temporary
--------------------- ---------
for interests in the Global Certificate
-------------------- ------------------
Permanent following such Notation
--------- -------------- --------
Date Global Certificate exchange made by
------ --------------------- ------------------- ---------
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
EXHIBIT A-2
(FORM OF PERMANENT GLOBAL CERTIFICATE)
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT"). NEITHER THIS CERTIFICATE
NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN) EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
THIS CERTIFICATE IS A PERMANENT GLOBAL CERTIFICATE, WITHOUT
COUPONS, EXCHANGEABLE FOR BEARER CERTIFICATES. THE RIGHTS ATTACHING TO THIS
PERMANENT GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
EXCHANGE FOR BEARER CERTIFICATES ARE AS SPECIFIED IN THE AGREEMENT AND THE
SERIES SUPPLEMENT (AS DEFINED HEREIN).
ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
PERMANENT GLOBAL CERTIFICATE
representing
$(_)
FORD CREDIT AUTO LOAN MASTER TRUST II
SERIES (_)
(FLOATING RATE) (FIXED RATE) AUTO LOAN
ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
FORD CREDIT AUTO LOAN MASTER TRUST II
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
----
receivables (the "Receivables") generated or acquired from time to time in
the ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Ford Motor Credit Company ("Ford Credit") or
other Originators meeting certain eligibility criteria. This certificate (a
"Certificate") does not represent any interest in, or obligation of, Ford
Credit Auto Receivables LLC ("FCAR" or the "Transferor"), Ford Credit, any
other Originator or any affiliate thereof.
On or after the Exchange Date, any portion of the Temporary Global
Certificate may be exchanged for interests in this Permanent Global
Certificate, at which time the Trustee shall cause Schedule A of this
Permanent Global Certificate to be endorsed to reflect the increase of its
principal amount by an amount equal to the decrease in the principal amount
of the Temporary Global Certificate, whereupon the principal amount of this
Permanent Global Certificate shall be increased for all purposes by the
amount so exchanged and noted.
This Permanent Global Certificate may itself be exchanged following
the election of a beneficial owner of an interest herein, upon not less than
60 days prior notice to the Trustee to exchange such interest for one or more
Bearer Certificates, with Coupons attached thereto, in any authorized
denomination, all as provided in Section 6.01 of the Series Supplement and
the Agreement. Upon such election, such beneficial owner's remaining
interest in this Permanent Global Certificate will be exchanged for Bearer
Certificates, at which time the Trustee shall cause Schedule A of this
Permanent Global Certificate to be endorsed to reflect the decrease of its
principal amount by an amount equal to the principal amount of the related
Bearer Certificate. The Trustee will provide not less than 45 days prior
notice of any such issuance of Bearer Certificates in accordance with the
Agreement.
This Permanent Global Certificate shall be governed by and
construed in accordance with the law of the State of New York.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual or facsimile signature, this
Permanent Global Certificate shall not be entitled to any benefit under the
Agreement or the Series Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to
be duly executed.
FORD CREDIT AUTO RECEIVABLES LLC
By: ____________________________
Name:
Title:
Dated: ________, (____)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
____________________________,
as Trustee,
by
_____________________________
Authorized Officer
REVERSE OF CERTIFICATE
The bearer of this Certificate (the "Series (_)
Certificateholder"), is the owner of a fractional undivided interest in
certain assets of the FORD CREDIT AUTO LOAN MASTER TRUST II (the "Trust")
created pursuant to a Pooling and Servicing Agreement (the "P&S") dated as of
September 30, 1997, as supplemented by the Series (_) Series Supplement dated
as of (_), among Ford Credit Auto Receivables LLC ("FCAR"), as Transferor
(the "Transferor"), Ford Motor Credit Company ("Ford Credit"), as servicer
(the "Master Servicer"), and The Chase Manhattan Bank, as trustee (the
"Trustee"), that are allocated to the Series (_) Certificateholder's Interest
pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement.
The corpus of the Trust will include (a) all of the Transferor's
right, title and interest in, to and under the Receivables in each Account
and all Related Security with respect thereto owned by the Transferor at the
close of business on the Cut-Off Date, in the case of the Initial Accounts,
and on the applicable Additional Cut-Off Date, in the case of Additional
Accounts, and all monies due or to become due and all amounts received with
respect thereto and all proceeds (including "proceeds" as defined in Section
9-306 of the UCC as in effect in the State of Michigan and Recoveries)
thereof, (b) all of the Transferor's rights, remedies, powers and privileges
with respect to such Receivables under the Receivables Purchase Agreement,
(c) all of the Transferor's right, title and interest in, to and under the
Receivables in each Account and all Related Security with respect thereto
owned by the Transferor at the close of business on each Transfer Date and
not theretofore conveyed to the Trust, all monies due or to become due and
all amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the State
of Michigan and Recoveries) thereof, (d) all monies on deposit in, and
Eligible Investments credited to, the Collection Account or any Series
Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Transferor's
Certificate will be issued pursuant to the Pooling and Servicing Agreement
which will represent the Transferor's Interest in the Trust. The
Transferor's Certificate will represent the interest in the Trust Assets not
represented by the Investor Certificates.
The Receivables consist of advances made directly or indirectly by
Ford Credit to domestic automobile dealers franchised by Ford Motor Company
and/or other automobile manufacturers or distributors.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Transferor may from time to time direct the Trustee, on behalf
of the Trust, to issue one or more new Series of Investor Certificates, which
will represent fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series (_) Certificateholder
by virtue of the acceptance hereof assents and is bound. Although a summary
of certain provisions of the Pooling and Servicing Agreement is set forth
below, this Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to the Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement
(without schedules) may be requested from the Trustee by writing to the
Trustee at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust Department. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Pooling and Servicing Agreement.
The Transferor has entered into the Pooling and Servicing Agreement
and the Series (_) Certificates have been (or will be) issued with the
intention that the Series (_) Certificates will qualify under applicable tax
law as indebtedness secured by the Receivables. The Transferor, each
Beneficiary and each Series (_) Certificateholder and each beneficial owner
thereof, by the acceptance of its Certificate, as applicable, agrees to treat
the Series (_) Certificates as indebtedness secured by the Receivables for
U.S. federal income taxes and state and local income, single business and
franchise taxes.
On the Distribution Date occurring after the Invested Amount is
reduced to (_)% of the original principal amount of the Certificates or less,
the Transferor has the option, subject to the condition set forth in Section
8.01(c) of the Series Supplement, to purchase the entire Series (_)
Certificateholder's Interest in the Trust. The purchase price will be equal
to the Reassignment Amount (as defined in the Series Supplement).
This Certificate does not represent an obligation of, or an
interest in, Ford Motor Company, the Transferor, the Master Servicer, any
other Originator or any affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality. This Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to
time (including in connection with the issuance of a Supplemental
Certificate) by the Master Servicer, the Transferor and the Trustee, without
the consent of any of the Series (_) Certificateholder, so long as any such
action shall not adversely affect in any material respect the interests of
the Certificateholders of any outstanding Series as evidenced by either (i)
satisfaction of the Rating Agency Condition with respect to the affected
Investors Certificates or (ii) an Opinion of Counsel for the Transferor
addressed and delivered to the Trustee, confirming that such amendment shall
not adversely affect in any material respect the interests of the
Certificateholders of any outstanding Series. The Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Trustee's
rights, duties or immunities under the Pooling and Servicing Agreement or
otherwise. Notwithstanding anything contained therein to the contrary, the
Trustee, with the consent of any Enhancement Providers, may at any time and
from time to time amend, modify or supplement the form of Distribution Date
Statement.
The Pooling and Servicing Agreement may also be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Master Servicer, the Transferor and the Trustee with the
consent of the Holders of Investor Certificates evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the certificates of the
Investor Certificates of all adversely affected Series, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however, that
-------- -------
no such amendment to the Pooling and Servicing Agreement shall (i) reduce in
any manner the amount of or delay the timing of distributions to be made to
Investor Certificateholder or deposits of amounts to be so distributed
without the consent of each such affected Investor Certificate-holder; (ii)
change the definition or the manner of calculating any certificateholders'
interest without the consent of each affected Investor Certificateholder;
(iii) reduce the amount available under any Enhancement without the consent
of each affected Investor Certificateholder; (iv) adversely affect the rating
of any Series or class by each Rating Agency without the consent of the
holders of certificates of such Series or class evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates
of such Series or Class; or (v) reduce the aforesaid percentage required to
consent to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended
in any manner which adversely affects the interests of any Enhancement
Provider without its prior consent.
Schedule A
Exchange of interests in the Temporary Global Certificate
for interests in this Permanent Global Certificate
Principal amount of Principal
------------------- ---------
this Temporary Global amount of this
--------------------- --------------
Certificate exchanged Permanent
--------------------- ---------
for interests in the Global Certificate
-------------------- ------------------
Permanent following such Notation
--------- -------------- --------
Date Global Certificate exchange made by
------ --------------------- ------------------- ---------
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
______ _____________________ ___________________ _________
EXHIBIT A-3
(FORM OF DEFINITIVE BEARER CERTIFICATE)
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT"). NEITHER THIS CERTIFICATE
NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OR TO ANY U.S. PERSON (EACH AS DEFINED HEREIN) EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
BEARER CERTIFICATE
representing
$(_)
FORD CREDIT AUTO LOAN MASTER TRUST II
SERIES (_)
(FLOATING RATE) (FIXED RATE) AUTO LOAN
ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
FORD CREDIT AUTO LOAN MASTER TRUST II
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
----
receivables (the "Receivables") generated or acquired from time to time in
the ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Ford Motor Credit Company ("Ford Credit") or
other Originators meeting certain eligibility criteria. This certificate (a
"Certificate") does not represent any interest in, or obligation of, Ford
Credit Auto Receivables LLC ("FCAR" or the "Transferor"), Ford Credit, any
other Originator or any affiliate thereof.
This Certificate shall be governed by and construed in accordance
with the law of the State of New York.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual or facsimile signature, this
Certificate shall not be entitled to any benefit under the Agreement or the
Series Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Transferor has caused this Certificate to
be duly executed.
FORD CREDIT AUTO RECEIVABLES LLC
By: ___________________________
Name:
Title:
Dated: _________, (____)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
____________________________,
as Trustee,
by
_____________________________
Authorized Officer
REVERSE OF CERTIFICATE
The bearer of this Certificate (the "Series (_)
Certificateholder"), is the owner of a fractional undivided interest in
certain assets of the FORD CREDIT AUTO LOAN MASTER TRUST II (the "Trust")
created pursuant to a Pooling and Servicing Agreement (the "P&S") dated as of
September 30, 1997, as supplemented by the Series (_) Series Supplement dated
as of (_), among Ford Credit Auto Receivables LLC ("FCAR"), as Transferor
(the "Transferor"), Ford Motor Credit Company ("Ford Credit"), as servicer
(the "Master Servicer"), and The Chase Manhattan Bank, as trustee (the
"Trustee"), that are allocated to the Series (_) Certificateholder's Interest
pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement.
The corpus of the Trust will include (a) all of the Transferor's
right, title and interest in, to and under the Receivables in each Account
and all Related Security with respect thereto owned by the Transferor at the
close of business on the Cut-Off Date, in the case of the Initial Accounts,
and on the applicable Additional Cut-Off Date, in the case of Additional
Accounts, and all monies due or to become due and all amounts received with
respect thereto and all proceeds (including "proceeds" as defined in Section
9-306 of the UCC as in effect in the State of Michigan and Recoveries)
thereof, (b) all of the Transferor's rights, remedies, powers and privileges
with respect to such Receivables under the Receivables Purchase Agreement,
(c) all of the Transferor's right, title and interest in, to and under the
Receivables in each Account and all Related Security with respect thereto
owned by the Transferor at the close of business on each Transfer Date and
not theretofore conveyed to the Trust, all monies due or to become due and
all amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-306 of the UCC as in effect in the State
of Michigan and Recoveries) thereof, (d) all monies on deposit in, and
Eligible Investments credited to, the Collection Account or any Series
Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Transferor's
Certificate will be issued pursuant to the Pooling and Servicing Agreement
which will represent the Transferor's Interest in the Trust. The
Transferor's Certificate will represent the interest in the Trust Assets not
represented by the Investor Certificates.
The Receivables consist of advances made directly or indirectly by
Ford Credit to domestic automobile dealers franchised by Ford Motor Company
and/or other automobile manufacturers or distributors.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Transferor may from time to time direct the Trustee, on behalf
of the Trust, to issue one or more new Series of Investor Certificates, which
will represent fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series (_) Certificateholder
by virtue of the acceptance hereof assents and is bound. Although a summary
of certain provisions of the Pooling and Servicing Agreement is set forth
below, this Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to the Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement
(without schedules) may be requested from the Trustee by writing to the
Trustee at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Corporate Trust Department. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Pooling and Servicing Agreement.
The Transferor has entered into the Pooling and Servicing Agreement
and the Series (_) Certificates have been (or will be) issued with the
intention that the Series (_) Certificates will qualify under applicable tax
law as indebtedness secured by the Receivables. The Transferor, each
Beneficiary and each Series (_) Certificateholder and each beneficial owner
thereof, by the acceptance of its Certificate, as applicable, agrees to treat
the Series (_) Certificates as indebtedness secured by the Receivables for
U.S. federal income taxes and state and local income, single business and
franchise taxes.
On the Distribution Date occurring after the Invested Amount is
reduced to (_)% of the original principal amount of the Certificates or less,
the Transferor has the option, subject to the condition set forth in Section
8.01(c) of the Series Supplement, to purchase the entire Series (_)
Certificateholder's Interest in the Trust. The purchase price will be equal
to the Reassignment Amount (as defined in the Series Supplement).
This Certificate does not represent an obligation of, or an
interest in, Ford Motor Company, the Transferor, the Master Servicer, any
other Originator or any affiliate of any of them and is not insured or
guaranteed by any governmental agency or instrumentality. This Certificate
is limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to
time (including in connection with the issuance of a Supplemental
Certificate) by the Master Servicer, the Transferor and the Trustee, without
the consent of any of the Series (_) Certificateholder, so long as any such
action shall not, as evidenced by either (i) satisfaction of the Rating
Agency Condition with respect to the affected Investor Certificates or (ii)
an Opinion of Counsel addressed and delivered to the Trustee, confirming that
such amendment shall not adversely affect in any material respect the
interests of the Certificateholders of any outstanding Series. The Trustee
may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's rights, duties or immunities under the Pooling and
Servicing Agreement or otherwise. Notwithstanding anything contained therein
to the contrary, the Trustee, with the consent of any Enhancement Providers,
may at any time and from time to time amend, modify or supplement the form of
Distribution Date Statement.
The Pooling and Servicing Agreement may also be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Master Servicer, the Transferor and the Trustee with the
consent of the Holders of Investor Certificates evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the certificates of the
Investor Certificates of all adversely affected Series, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however, that
-------- -------
no such amendment to the Pooling and Servicing Agreement shall (i) reduce in
any manner the amount of or delay the timing of distributions to be made to
Investor Certificateholders or deposits of amounts to be so distributed
without the consent of each such affected Investor Certificate-holder; (ii)
change the definition or the manner of calculating any certificateholders'
interest without the consent of each affected Investor Certificateholder;
(iii) reduce the amount available under any Enhancement without the consent
of each affected Investor Certificateholder; (iv) adversely affect the rating
of any Series or class by each Rating Agency without the consent of the
holders of certificates of such Series or class evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates
of such Series or Class; or (v) reduce the aforesaid percentage required to
consent to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended
in any manner which adversely affects the interests of any Enhancement
Provider without its prior consent.
EXHIBIT B-1
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of collections, the aggregate amount of
Interest Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period;
(b) The Floating Allocation Percentage and the Principal Allocation
Percentage for such Collection Period;
(c) The total amount, if any, distributed on the Series (_)
Certificates;
(d) The amount of such distribution allocable to principal on the
Series (_) Certificates;
(e) The amount of such distribution allocable to interest on the (_)
Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;
(h) The amount of the Investor Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the preceding
Collection Period;
(j) The Invested Amount, the Excess Funding Amount and the outstanding
principal balance of the Series (_) Certificates for such distribution (after
giving effect to all distributions which will occur on such Distribution
Date);
(k) The "pool factor" for the Series (_) Certificates as of the
Determination Date with respect to such Distribution Date (consisting of an
eight-digit decimal expressing the Invested Amount as of such Determination
Date (determined after taking into account any reduction in the Invested
Amount which will occur on such Distribution Date) as a proportion of the
Initial Invested Amount);
(l) The Available Subordinated Amount for such Determination Date;
(m) The Reserve Fund balance for such date;
(n) The Collection Account balance with respect to such date; and
(o) A list of the Accounts that are in "Status".
EXHIBIT B-2
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of collections, the aggregate amount of
Interest Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period;
(b) The Floating Allocation Percentage and the Principal Allocation
Percentage for such Collection Period;
(c) The total amount, if any, distributed on the Series (_)
Certificates;
(d) The amount of such distribution allocable to principal on the
Series (_) Certificates;
(e) The amount of such distribution allocable to interest on the (_)
Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;
(h) The amount of the Investor Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the preceding
Collection Period;
(j) The Invested Amount, the Excess Funding Amount and the outstanding
principal balance of the Series (_) Certificates for such distribution (after
giving effect to all distributions which will occur on such Distribution
Date);
(k) The "pool factor" for the Series (_) Certificates as of the
Determination Date with respect to such Distribution Date (consisting of an
eight-digit decimal expressing the Invested Amount as of such Determination
Date (determined after taking into account any reduction in the Invested
Amount which will occur on such Distribution Date) as a proportion of the
Initial Invested Amount);
(l) The Available Subordinated Amount for such Determination Date;
(m) The Reserve Fund balance for such date; and
(n) The Collection Account balance with respect to such date.
EXHIBIT C
(FORM OF COUPON)
ANY U.S. PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.
THIS COUPON (A "COUPON") DOES NOT REPRESENT ANY INTEREST IN, OR
OBLIGATION OF, FORD CREDIT AUTO RECEIVABLES LLC ("FCAR" OR THE
"TRANSFEROR"), FORD CREDIT, OR ANY OTHER ORIGINATOR OR ANY
AFFILIATE OF THE FOREGOING.
No._
On the ___________ (Quarterly) (Semi-annual) Payment Date or Special
Payment Date, the bearer hereof shall be paid (subject to the terms and
conditions of the Ford Credit Auto Loan Master Trust II, Series (_)
Definitive Bearer Certificate, to which this Coupon appertains, which shall
be binding on the bearer of this Coupon whether or not attached to such
Certificate and subject to the terms and conditions of the Pooling and
Servicing Agreement referred to in the Certificate), upon surrender hereof,
the amount of interest then payable on its Series (_) Certificate, the number
of which appears on this Coupon, up to but not exceeding the amount shown
hereon. Payment of this Coupon will be made in U.S. Dollars only upon
presentation of this Coupon at the office of any Paying Agent outside the
United States as may be appointed from time to time pursuant to such Pooling
and Servicing Agreement. Such payment will be made at the option of the
bearer hereof and subject to any applicable laws and regulations, by a U.S.
Dollar check or drawn on a bank located in New York City, or by wire transfer
to a U.S. Dollar account maintained by the bearer hereof with a bank located
outside the United States. Unless otherwise provided for by the Trust, no
demand for payment or payment on this Coupon may be made at any office of any
Paying Agent in the United States nor will any payment be mailed to an
address or transferred to an account in the United States. The Transferor
has initially appointed the Paying Agents listed on the reverse side of this
Coupon.
This Coupon shall be governed by and construed in accordance with
the law of the State of New York.
IN WITNESS WHEREOF, the Transferor has caused this Coupon to be
duly executed.
FORD CREDIT AUTO RECEIVABLES
LLC
By:_________________________
Name:
Title:
TRUSTEE
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
EXHIBIT D
Form of Interest Rate Swap Agreement
------------------------------------
SCHEDULE 1
Name of Series: Series (_)
Institution: The Chase Manhattan Bank
(_) Account
and Account No.
Collection Account (_)
Interest Funding Account (_)
Principal Funding Account (_)
Excess Funding Account (_)
Reserve Fund (_)
