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EXHIBIT 99.5
CUSTODIAN AGREEMENT
BETWEEN
GENERAL MOTORS ACCEPTANCE CORPORATION
CUSTODIAN
AND
WHOLESALE AUTO RECEIVABLES CORPORATION
SELLER
DATED AS OF JUNE 29, 2000
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THIS CUSTODIAN AGREEMENT, dated as of June 29, 2000, is made
between General Motors Acceptance Corporation, a Delaware corporation (referred
to herein as "GMAC" in its capacity as seller of the Receivables specified
herein and as "Custodian" in its capacity as Custodian of such Receivables), and
Wholesale Auto Receivables Corporation, a Delaware corporation (the "Seller").
WHEREAS, simultaneously herewith, GMAC and the Seller are
entering into a Pooling and Servicing Agreement, dated as of the date hereof
(the "Pooling and Servicing Agreement," the capitalized terms defined therein
being used herein with the same meanings), pursuant to which GMAC shall sell,
transfer and assign to the Seller without recourse all of its right, title and
interest in, to and under the Eligible Receivables existing or arising in the
Accounts in the Pool of Accounts;
WHEREAS, in connection with such sale, transfer and
assignment, the Pooling and Servicing Agreement provides that the Seller shall
simultaneously enter into a custodian agreement pursuant to which the Seller
shall revocably appoint the Custodian as custodian of the Floor Plan Financing
Agreements between GMAC and each Dealer and any other documents and instruments
pertaining to such Eligible Receivables (the "Eligible Receivables Files");
WHEREAS, the Pooling and Servicing Agreement contemplates that
the Seller will enter into the Trust Sale and Servicing Agreement with Superior
Wholesale Inventory Financing Trust VI, a Delaware business trust (the
"Issuer"), pursuant to which the Seller shall sell, transfer and assign to the
Issuer without recourse all of the Seller's right, title and interest in and to
such Eligible Receivables and under the aforementioned custodian agreement;
WHEREAS, in connection with such sale, transfer and
assignment, the Seller desires for the Custodian to act as custodian of such
Eligible Receivables for the benefit of the Issuer; and
WHEREAS, GMAC will retain the Receivables in the Accounts in
the Pool of Accounts not so sold, transferred and assigned to the Seller (the
"Retained Receivables") and, in connection therewith, the Seller desires for
(and GMAC is willing to agree and accept) the Custodian to act as custodian of
the Wholesale Security Agreements between GMAC and each Dealer and any other
documents and instruments pertaining to the Receivables retained by GMAC (the
"Retained Receivables Files," and together with the Eligible Receivables Files,
the "Receivables Files");
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. Appointment of Custodian; Acknowledgment of Receipt.
Subject to the terms and conditions hereof, the Seller hereby appoints the
Custodian, and the Custodian hereby accepts such appointment, to act as agent of
the Seller as Custodian to maintain custody of the
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Eligible Receivables Files pertaining to the Eligible Receivables conveyed to
the Seller from time to time under the Pooling and Servicing Agreement. The
Custodian hereby acknowledges that the Seller desires to sell, transfer and
assign all of its right, title and interest in, to and under such Eligible
Receivables and this Custodian Agreement to the Issuer pursuant to the Trust
Sale and Servicing Agreement. The Custodian hereby agrees, in connection with
such sale, transfer and assignment, to act as Custodian for the benefit of the
Issuer with respect to such Receivables. Subject to the terms and conditions
hereof and at the request of the Seller, GMAC hereby appoints the Custodian, and
the Custodian hereby accepts such appointment, to act as agent of GMAC as
Custodian to maintain custody of the Retained Receivables Files pertaining to
the Retained Receivables. In performing its duties hereunder, the Custodian
agrees to act with reasonable care, using that degree of skill and attention
that the Custodian exercises with respect to receivable files relating to
comparable wholesale receivables that the Custodian services and holds for
itself or others. The Custodian hereby acknowledges receipt of the Receivables
Files for (i) each Eligible Receivable conveyed to the Seller and (ii) each
Retained Receivable on the date hereof.
2. Maintenance at Office. The Custodian agrees to
maintain each Receivables File at one of its branch offices as identified in the
List of Branch Offices attached hereto as Exhibit A, or at such other office of
the Custodian as shall from time to time be identified to the Issuer upon 30
days' prior written notice.
3. Duties of Custodian.
(a) Safekeeping. The Custodian shall hold each Receivables
File described herein on behalf of the Seller, the Issuer or GMAC, as the case
may be, for the use and benefit of the Seller, the Issuer, GMAC and the
Interested Parties, as applicable, and maintain such accurate and complete
accounts, records and computer systems pertaining to each Receivables File
described herein as shall enable GMAC, the Seller and the Issuer to comply with
their respective obligations under the Pooling and Servicing Agreement and the
Trust Sale and Servicing Agreement. Each Receivable subject hereto shall be
identified as such on the books and records of the Custodian to the extent the
Custodian reasonably determines to be necessary to comply with the terms and
conditions of the Pooling and Servicing Agreement and the Trust Sale and
Servicing Agreement. The Custodian shall conduct, or cause to be conducted,
periodic physical inspections of the Receivables Files held by it under this
Custodian Agreement, and of the related accounts, records and computer systems,
in such a manner as shall enable the Issuer, GMAC and the Custodian to verify
the accuracy of the Custodian's inventory and record keeping. The Custodian
shall promptly report to the Issuer or GMAC, as applicable, any failure on its
part to hold the related Receivables File as described herein and maintain its
accounts, records and computer systems as herein provided and promptly take
appropriate action to remedy any such failure.
(b) Access to Records. Subject only to the Custodian's
security requirements applicable to its own employees having access to similar
records held by the Custodian, the
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Custodian shall permit the Issuer, GMAC or their respective duly authorized
representatives, attorneys or auditors to inspect the related Receivables Files
described herein and the related accounts, records and computer systems
maintained by the Custodian pursuant hereto at such times as the Issuer or GMAC
may reasonably request.
(c) Release of Documents. The Custodian shall release any
Receivable (and its related Receivables File) to GMAC, the Seller, the Servicer
or the Issuer, as appropriate, under the circumstances provided in the Pooling
and Servicing Agreement and the Trust Sale and Servicing Agreement or, in the
case of the Retained Receivables, as otherwise requested by GMAC (so long as
such request is not inconsistent with the terms of the Pooling and Servicing
Agreement and the Trust Sale and Servicing Agreement).
(d) Administration; Reports. In general, the Custodian shall
attend to all non-discretionary details in connection with maintaining custody
of the Receivables Files as described herein. In addition, the Custodian shall
assist the Issuer or GMAC, as applicable, generally in the preparation of
routine reports to the Securityholders, if any, or to regulatory bodies, to the
extent necessitated by the Custodian's custody of the Receivables Files
described herein.
(e) Servicing. The Custodian is familiar with the duties of
the Servicer, the servicing procedures and the allocation and distribution
provisions (including those related to principal collections, losses and
recoveries on Receivables) set forth in the Pooling and Servicing Agreement, the
Trust Sale and Servicing Agreement and the Indenture and hereby agrees to
maintain the Receivables Files in a manner consistent therewith. The Custodian
further agrees to cooperate with the Servicer in the Servicer's performance of
its duties under the Pooling and Servicing Agreement and the Trust Sale and
Servicing Agreement.
4. Instructions; Authority to Act. The Custodian shall
be deemed to have received proper instructions from the Issuer or GMAC, as the
case may be, with respect to the Receivables Files described herein upon its
receipt of written instructions signed by an Authorized Officer. A certified
copy of a by-law or of a resolution of the appropriate governing body of the
Issuer or GMAC, as the case may be (or, as appropriate, a trustee on behalf of
the Issuer), may be received and accepted by the Custodian as conclusive
evidence of the authority of any such officer to act and may be considered as in
full force and effect until receipt of written notice to the contrary. Such
instructions may be general or specific in terms.
5. Indemnification By the Custodian. The Custodian
agrees to indemnify the Issuer, GMAC and each trustee with respect to any
Securities for any and all liabilities, obligations, losses, damage, payments,
costs or expenses of any kind whatsoever that may be imposed on, incurred or
asserted against the Issuer, GMAC or any such trustee as the result of any act
or omission in any way relating to the maintenance and custody by the Custodian
of the Receivables Files described herein; provided, however, that the Custodian
shall not be liable to the Issuer, GMAC or any such trustee, respectively, for
any portion of any such amount resulting from the wilful misfeasance, bad faith
or gross negligence of the Issuer, GMAC or any such trustee, respectively.
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6. Advice of Counsel. The Custodian, GMAC, the Seller
and, upon execution of the Trust Sale and Servicing Agreement, the Issuer
further agree that the Custodian shall be entitled to rely and act upon advice
of counsel with respect to its performance hereunder and shall be without
liability for any action reasonably taken pursuant to such advice, provided that
such action is not in violation of applicable federal or state law.
7. Effective Period, Termination, and Amendment;
Interpretive and Additional Provisions. This Custodian Agreement shall become
effective as of the date hereof, shall continue in full force and effect until
terminated as hereinafter provided, and may be amended at any time by mutual
agreement of the parties hereto. This Custodian Agreement may be terminated by
either party by written notice to the other party, such termination to take
effect no sooner than 60 days after the date of such notice. Notwithstanding the
foregoing, if GMAC resigns as Servicer under the Trust Sale and Servicing
Agreement or if all of the rights and obligations of the Servicer have been
terminated under the Trust Sale and Servicing Agreement, this Custodian
Agreement may be terminated by the Issuer or GMAC or by any Persons to whom the
Issuer or GMAC has assigned its rights hereunder. As soon as practicable after
the termination of this Custodian Agreement, the Custodian shall deliver the
Receivables Files described herein to the Issuer, the Issuer's agent or GMAC at
such place or places as the Issuer or GMAC may reasonably designate.
8. GOVERNING LAW. THIS CUSTODIAN AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE DOMESTIC 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.
9. Notices. All demands, notices and communications
upon or to the Custodian, the Seller and GMAC under this Agreement shall be
delivered as specified in Appendix B of the Trust Sale and Servicing Agreement.
10. Binding Effect. This Custodian Agreement shall be
binding upon and shall inure to the benefit of the Seller, GMAC, the Issuer, the
Custodian and their respective successors and assigns, including the Issuer.
11. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Custodian Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Custodian Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Custodian
Agreement.
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12. Assignment. Notwithstanding anything to the contrary
contained in this Custodian Agreement, this Custodian Agreement may not be
assigned by the Custodian without the prior written consent of the Seller or
GMAC or any Persons to whom the Seller or GMAC has assigned its rights
hereunder, as applicable.
13. Headings. The headings of the various Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
14. Counterparts. This Custodian Agreement may be
executed by the parties in separate counterparts, each of which when so executed
and delivered shall be an original but all such counterparts shall together
constitute but one and the same instrument.
* * * * *
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Custodian Agreement to be in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
WHOLESALE AUTO RECEIVABLES CORPORATION
By:
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Name: C.A. Xxxxxxx
Title: Manager - Securitization
GENERAL MOTORS ACCEPTANCE CORPORATION,
as owner of the Retained Receivables
By:
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Name: Xxxxx X. Xxxxxxxxxx
Title: Director - Securitization and Cash Management
GENERAL MOTORS ACCEPTANCE CORPORATION,
as Custodian
By:
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Name: Xxxxx X. Xxxxxxxxxx
Title: Director - Securitization and Cash Management
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APPENDIX A
PART I - DEFINITIONS
All terms defined in this Appendix shall have the defined meanings when
used in the Basic Documents, unless otherwise defined therein.
2000-A Certificate Basis Swap: The 2000-A Certificate Basis
Swap dated as of the Initial Closing Date between the Trust and GMAC, as the
Basis Swap Counterparty.
2000-A Certificates: The Floating Rate Asset Backed
Certificates, Class 2000-A described in the Trust Agreement.
Account: An individual line of credit or related lines of
credit represented by a Floor Plan Financing Agreement extended or maintained by
GMAC to a United States corporation or other Person located in the United States
engaged generally in the business of purchasing Vehicles from a manufacturer or
distributor thereof and holding such Vehicles for sale or lease in the ordinary
course of business.
Accountants' Report: The report described in Section 4.2 of
the Trust Sale and Servicing Agreement.
Accumulation Account: With respect to any series of Notes, an
Eligible Deposit Account established and maintained by the Servicer with the
Indenture Trustee, in the name of the Indenture Trustee, on behalf of the
holders of such series of Notes, which shall constitute a Designated Account,
and which shall have such additional terms and provisions as shall be set forth
in the Officer's Issuance Certificate with respect to such series of Notes.
Act: An Act as specified in Section 11.3(a) of the Indenture.
Actual/360 Day Count: (i) If applicable with respect to any
series of Notes, the calculation method set forth as such in the relevant
Officer's Issuance Certificate, and (ii) if applicable with respect to any class
of Certificates, the calculation method set forth as such in the Trust Agreement
or the relevant Certificate Issuance Order, as the case may be.
Addition Date: The date as of which an Additional Account is
added to the Pool of Accounts.
Addition Notice: The notice specified in Section 2.7(a) of the
Trust Sale and Servicing Agreement.
Additional Account: An Account as described in Section 2.03(a)
of the Pooling and Servicing Agreement to be included in the Pool of Accounts
after the Initial Cut-Off Date.
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Additional Cut-Off Date: The date specified in the GMAC
Addition Notice described in Section 2.03(a) of the Pooling and Servicing
Agreement.
Additional Trust Principal: With respect to any Monthly
Distribution Date, the amount, if any, of Available Trust Interest and funds in
the Reserve Fund applied to cover the Trust Defaulted Amount or to cover
unreimbursed Trust Charge-Offs on such Monthly Distribution Date.
Administration Agreement: That certain Administration
Agreement, dated as of the Initial Closing Date, among GMAC, as Administrator,
the Issuer and the Indenture Trustee, as amended and supplemented from time to
time.
Administrative Purchase Payment: means:
(i) the payment described in Section 3.04(d) of the Pooling
and Servicing Agreement and
(ii) any payment by the Servicer pursuant to Section 9.3 of
the Trust Sale and Servicing Agreement (which payment, in the
case of this clause (ii), shall equal the greater of (A) the
amount computed as specified in Section 3.04 of the Pooling
and Servicing Agreement with respect to the Receivables and
(B) the outstanding principal balance and accrued and unpaid
interest on all Notes on the related Monthly Distribution
Date).
Administrative Receivable: A Receivable described in Section
3.04(c) of the Pooling and Servicing Agreement.
Administrator: GMAC or any successor Administrator under the
Administration Agreement.
Affiliate: With respect to any specified Person, any other
Person controlling, controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agency Office: The office of the Issuer maintained pursuant to
Section 3.2 of the Indenture.
Aggregate Certificateholders' Interest: With respect to any
Monthly Distribution Date, an amount equal to the sum of (a) the
Certificateholders' Interest for all classes of
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Certificates for such Monthly Distribution Date and (b) the Certificateholders'
Interest Carryover Shortfall for the preceding Monthly Distribution Date.
Aggregate Certificateholders' Principal: With respect to any
Monthly Distribution Date, the lesser of (i) the excess, if any, of Available
Trust Principal over the sum of the Aggregate Noteholders' Principal and the
Required Revolver Payment and (ii) the outstanding Certificate Balance.
Aggregate Certificateholders' Principal shall equal zero until the Outstanding
Amount for all Notes shall have been paid (or provided for) in full, the
obligations of the Trust to the Basis Swap Counterparty shall have been paid in
full and either (x) such Monthly Distribution Date relates to the Wind Down
Period or an Early Amortization Period or is the Targeted Final Distribution
Date for the 2000-A Certificates or (y) the Servicer has exercised its option
under Section 9.3 of the Trust Sale and Servicing Agreement.
Aggregate Noteholders' Interest: With respect to any Monthly
Distribution Date, the sum of the Noteholders' Interest for all series of Term
Notes.
Aggregate Noteholders' Principal: With respect to any Monthly
Distribution Date, the sum of the amounts required to be paid (or set aside for
payment in an Accumulation Account, or in the Term Note Distribution Account or
otherwise) as principal on each series of Term Notes on such Monthly
Distribution Date pursuant to the Indenture and the Trust Sale and Servicing
Agreement.
Aggregate Revolver Interest: With respect to any Monthly
Distribution Date, the sum of (a) the Revolver Interest for all series of
Revolving Notes for such Monthly Distribution Date and (b) the Revolver Interest
Carryover Shortfall for the preceding Monthly Distribution Date.
Aggregate Revolver Principal: With respect to any Monthly
Distribution Date, the sum of the amounts required to be paid (or set aside for
payment in an Accumulation Account, or in the Revolver Distribution Account or
otherwise) as principal on each series of Revolving Notes on such Monthly
Distribution Date pursuant to the Indenture and the Trust Sale and Servicing
Agreement.
Applicable Trustee: So long as the Outstanding Amount for any
series of Term Notes or the Revolving Notes is greater than zero and the
Indenture has not been discharged in accordance with its terms, the Indenture
Trustee, and thereafter, the Owner Trustee.
Auction Vehicles: Under GMAC's current practices and policies,
Vehicles purchased at a closed auction conducted by General Motors or others.
Authentication Agent: With respect to a series of Notes, the
authentication agent for such series of Notes acting on behalf of the Indenture
Trustee designated as such by or pursuant to Section 2.1 of the Indenture.
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Authorized Officer: With respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Initial Closing
Date (as such list may be modified or supplemented from time to time thereafter)
and, so long as the Administration Agreement is in effect, any Vice President or
more senior officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement and who is identified on
the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Initial Closing Date (as such list may be modified or
supplemented from time to time thereafter). With respect to any other Person,
any Vice President or more senior officer of such Person who is authorized to
act for such Person with respect to such matters.
Available Receivable: A Receivable that is identified by GMAC
as satisfying the criteria set forth in clauses (a) through (p) of the
definition of Eligible Receivable.
Available Trust Interest: With respect to any Monthly
Distribution Date, the sum of:
(1) Trust Interest Collections,
(2) Shared Investment Proceeds, excluding the Cash
Accumulation Account Earnings,
(3) the net amounts, if any, paid to the Trust under any
other Specified Support Arrangements which have not
been designated as specific to any series or class of
Securities,
(4) the net amounts, if any, paid to the Trust under all
Basis Swaps entered into with respect to a class of
Certificates, including the 2000-A Certificate Basis
Swap, and
(5) if the Servicer exercises its option to purchase the
assets of the Trust under Section 9.3 of the Trust Sale
and Servicing Agreement, the amount described in such
section as being treated as Available Trust Interest.
Available Trust Principal:
(i) With respect to any day during a Collection Period, Trust
Principal Collections for such day minus any amounts paid out of Trust
Principal Collections on such day to the Servicer as reimbursement for
outstanding Servicer Liquidity Advances, and
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(ii) On the Monthly Distribution Date related to such Collection
Period, the sum of
(a) Additional Trust Principal, if any, for such Monthly
Distribution Date;
(b) the Cash Collateral Amount on such Monthly Distribution
Date; and
(c) for each Monthly Distribution Date related to the Wind
Down Period or an Early Amortization Period or the Payment
Period for the 2000-A Term Notes, if the amount on deposit
in the Reserve Fund on such Monthly Distribution Date
exceeds zero, the Supplemental Principal Allocation for such
current Monthly Distribution Date.
Bankruptcy Code: Title 11 of the United States Code, as the
same may be amended from time to time.
Basic Documents: The Certificate of Trust, the Trust
Agreement, the Pooling and Servicing Agreement, the Trust Sale and Servicing
Agreement, the Custodian Agreement, the Administration Agreement, the Indenture
(including all Officer's Issuance Certificates), any Note Depository Agreement,
any paying agent agreement, the Specified Support Arrangements and the other
documents and certificates delivered in connection therewith from time to time.
Basis Swap Counterparty: GMAC.
Basis Swaps: Each of the 2000-A Term Notes Basis Swap, the
2000-A Certificate Basis Swap and any other basis swap for a series of Notes or
class of Certificates.
Benefit Plan: Any one of (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (b) a plan described in Section 4975(e)(1)(I) of the Code or (c) any
entity whose underlying assets include plan assets by reason of a plan's
investment in such entity.
Book-Entry Certificates: Certificates in which ownership and
transfers shall be made through book entries by a Clearing Agency as described
in Section 3.11 of the Trust Agreement.
Book-Entry Notes: Term Notes in which ownership and transfers
shall be made through book entries by a Clearing Agency as described in Section
2.10 of the Indenture.
Business Day: Unless otherwise defined in an Officer's
Issuance Certificate (with respect to the series of Notes issued thereunder) or
a Certificate Issuance Order (with respect to the class of Certificates issued
thereunder), any day other than a Saturday, a Sunday or any other
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day on which banks in New York, New York or Detroit, Michigan, may, or are
required to, be closed.
Business Trust Statute: Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss.3801 et seq., as the same may be amended from time to
time.
Cash Accumulation Account: With respect to any series of Term
Notes, an Eligible Deposit Account designated as such in the Officer's Issuance
Certificate applicable to such series of Term Notes.
Cash Accumulation Account Earnings: With respect to any series
of Term Notes, the investment earnings on funds deposited in the Cash
Accumulation Account, with respect to such series designated as such in the
Officer's Issuance Certificate applicable to such series of Term Notes.
Cash Accumulation Event: With respect to any series of Term
Notes, any of the events designated as such in the Officer's Issuance
Certificate applicable to such series of Term Notes.
Cash Accumulation Period: With respect to any series of Term
Notes, the period designated as such in the Officer's Issuance Certificate
applicable to such series of Term Notes.
Cash Accumulation Reserve Fund: With respect to any series of
Term Notes, the fund designated as such in the Officer's Issuance Certificate
applicable to such series of Term Notes.
Cash Accumulation Reserve Fund Deposit Amount: For any Monthly
Distribution Date, the excess, if any, of the Cash Accumulation Reserve Fund
Required Amount over the amount on deposit in the Cash Accumulation Reserve
Fund.
Cash Accumulation Reserve Fund Initial Deposit: With respect
to any series of Term Notes, the amount designated as such in the Officer's
Issuance Certificate applicable to such series of Term Notes.
Cash Accumulation Reserve Fund Release Amount: With respect to
any series of Term Notes, the amount designated as such in the Officer's
Issuance Certificate applicable to such series of Term Notes.
Cash Accumulation Reserve Fund Required Amount: With respect
to any series of Term Notes, the amount designated as such in the Officer's
Issuance Certificate applicable to such series of Term Notes.
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Cash Collateral Amount: As specified in Section 4.5(d)(iii) of
the Trust Sale and Servicing Agreement, with respect to any date, the amount
that is required to be held on behalf of the Trust in order to maintain Trust
Equilibrium.
Cede: CEDE & Co., as the nominee of DTC.
Certificate: Any one of the asset backed certificates executed
by the Owner Trustee and authenticated by the Owner Trustee (i) with respect to
the 2000-A Certificates in substantially the form set forth in Exhibit A to the
Trust Agreement and (ii) with respect to any other class of Certificates in
substantially the form attached to the Certificate Issuance Order applicable to
such other class of Certificates, if any.
Certificate Balance: With respect to any Monthly Distribution
Date or a related Certificate Payment Date, (i) with respect to the 2000-A
Certificates (a) $125,000,000, plus (b) the initial certificate balance of the
2000-A Certificates issued after the Initial Closing Date, minus (c) all
distributions in respect of Certificate Balance of the 2000-A Certificates
actually made on or prior to such date, minus (d) unreimbursed Trust Charge-Offs
on such Monthly Distribution Date (determined after giving effect to the
application of Available Trust Interest and other amounts available to reimburse
Trust Charge-Offs on such date) allocated to the 2000-A Certificates, up to the
Certificate Balance of the 2000-A Certificates on such Monthly Distribution Date
calculated without regard to this clause (d); and (ii) with respect to any other
class of Certificates, the amount designated as such in the terms of such class
of Certificates. Any unreimbursed Trust Charge-Offs applied to reduce the
Certificate Balance shall be applied against each class of Certificates on such
Certificate Payment Date, pro rata on the basis of the Certificate Balance of
the Certificates of such class outstanding on the preceding Certificate Payment
Date (calculated without reduction for any unreimbursed Trust Charge-Offs).
Certificate Depository: With respect to any Book-Entry
Certificates for which Definitive Certificates have not been issued, any
depository selected from time to time by the Owner Trustee on behalf of the
Trust in whose name the relevant Certificates are registered.
Certificate Depository Agreement: With respect to any class of
Certificates originally issued as Book-Entry Certificates, the agreement, dated
as of the Closing Date for such class, among the Issuer, the Owner Trustee and
the Clearing Agency relating to such Certificates, as the same may be amended
and supplemented from time to time.
Certificate Distribution Account: The account designated as
such, established and maintained pursuant to Section 6.1(a)(v) of the Trust
Agreement.
Certificate Issuance Order: An order establishing the terms of
any Certificates to be issued after the Initial Closing Date pursuant to Section
3.3(b) of the Trust Agreement.
Certificate of Trust: The certificate of trust of the Issuer
substantially in the form of Exhibit B to the Trust Agreement to be filed for
the Trust pursuant to Section 3810(a) of the Business Trust Statute.
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Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).
Certificate Payment Date: With respect to a class of
Certificates, each date specified for payment of interest or distributions in
respect of Certificate Balance pursuant to the Trust Agreement or a Certificate
Issuance Order, as the case may be.
Certificate Rate: With respect to any Certificate Payment
Date, the amount designated as such pursuant to the Trust Agreement and in the
related Certificate Issuance Order.
Certificate Register: The register of Certificates specified
in Section 3.4(a) of the Trust Agreement.
Certificate Registrar: The registrar at any time of the
Certificate Register, appointed pursuant to Section 3.4(a) of the Trust
Agreement.
Certificated Security: As of any date, has the meaning given
to such term under the applicable UCC in effect on such date.
Certificateholder: A Person in whose name a Certificate is
registered on the Certificate Register.
Certificateholders' Interest: With respect to any Monthly
Distribution Date, for any class of Certificates, the product of (a) the
Certificate Balance (without reduction for unreimbursed Trust Charge-Offs) for
such class on the prior Monthly Distribution Date (or, in the case of the first
Monthly Distribution Date following the issuance of such class of Certificates,
on the related Closing Date) plus the initial Certificate Balance (without
reduction for unreimbursed Trust Charge-Offs) of any Certificates of such class
issued since such prior Monthly Distribution Date and (b) the Certificate Rate
for such Monthly Distribution Date.
Certificateholders' Interest Carryover Shortfall: With respect
to any Monthly Distribution Date, the excess of (a) the Aggregate
Certificateholders' Interest for such Monthly Distribution Date over (b) the
amount that was actually deposited in the Certificate Distribution Account on
such Monthly Distribution Date in respect of Aggregate Certificateholders'
Interest.
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Clearing Agency for the
2000-A Term Notes and the Class 2000-A Certificates shall be DTC. Unless
otherwise specified in an Officer's Issuance
-8-
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Certificate (with respect to the series of Notes issued thereunder) or a
Certificate Issuance Order (with respect to the class of Certificates issued
thereunder), the Clearing Agency for any other Security shall be DTC.
Clearing Agency Participant: A securities broker, dealer,
bank, trust company, clearing corporation or other financial institution or
other Person for whom from time to time a Clearing Agency effects book entry
transfers and pledges of securities deposited with the Clearing Agency.
Closing Date: Each of the Initial Closing Date and any
subsequent date on which Term Notes, Certificates or Revolving Notes are issued
or the Specified Maximum Revolver Balance is increased or decreased pursuant to
Section 4.9 of the Trust Sale and Servicing Agreement.
Code: The Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder.
Collateral: The collateral specified in the granting clause of
the Indenture.
Collateral Security: With respect to an Account included in
the Pool of Accounts and the Receivables arising in such Account, all collateral
security granted to secure the obligations of the related Dealer in connection
therewith and any proceeds therefrom, including all Vehicle Collateral Security,
and, to the extent applicable, other motor vehicles, parts inventory, equipment,
fixtures, service accounts, realty and guarantees.
Collection Account: The account designated as such,
established and maintained pursuant to Section 6.1(a)(i) of the Trust Sale and
Servicing Agreement.
Collection Period: With respect to any Monthly Distribution
Date, the calendar month preceding the month in which such Monthly Distribution
Date occurs; provided, however, that for the initial Monthly Distribution Date,
the related Collection Period shall include such preceding calendar month and
that portion of the second preceding calendar month occurring on and after the
Initial Cut-Off Date.
Collections: Interest Collections and Principal Collections.
Common Collateral: The property constituting Collateral
Security described as such in Section 6.03(a) of the Pooling and Servicing
Agreement.
Control: (x) The Indenture Trustee shall have obtained
"Control" over a Security Entitlement if:
(i) (a) the Indenture Trustee is the Securities Intermediary
for the
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Designated Account in which such Security Entitlement is
held, or
(b) the Indenture Trustee
(1) is identified in the records of the
Securities Intermediary as the
person having such a Security
Entitlement against the Securities
Intermediary, or
(2) has obtained the agreement, in
writing, of the Securities
Intermediary for such Security
Entitlement that it will comply
with orders of the Indenture
Trustee regarding the sale or
redemption of the Security
Entitlement without further consent
of any other person, and
(ii) the Securities Intermediary for such
Security Entitlement
(a) is the registered owner of the
related Financial Asset,
(b) is the holder of the Security
Certificate for the related
Financial Asset, or
(c) holds its interest in the related
Financial Asset directly through a
clearing corporation (as defined in
Revised Article 8); and
(y) the Indenture Trustee shall have obtained "Control" over a Federal
Book-Entry Security if:
(i) (a) the Indenture Trustee is a
participant in the book entry
system maintained by the Federal
Reserve Bank that is acting as
fiscal agent for the issuer of such
Federal Book-Entry Security; and
(b) such Federal Reserve Bank has
indicated by book entry that such
Federal Book-Entry Security has been
credited to the Indenture Trustee's
securities account in such book
entry system; or
(ii) (a) the Indenture Trustee
(1) is identified in the
records of a Securities
Intermediary as the Person
having a Security
Entitlement in respect of
such Federal Book-Entry
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Security against such
Securities Intermediary; or
(2) has obtained the agreement,
in writing, of the
Securities Intermediary for
such Security Entitlement
that it will comply with
orders of the Trustee
regarding the sale or
redemption of the Security
Entitlement without further
consent of any other
Person; and
(b) the Securities Intermediary for such
Security Entitlement is a
participant in the book entry system
maintained by the Federal Reserve
Bank that is acting as fiscal agent
for the issuer of such Federal
Book-Entry Security; and
(c) such Federal Reserve Bank has
indicated by book entry that such
Federal Book-Entry Security has been
credited to the Securities
Intermediary's securities account in
such book entry system.
Controlled Deposit Amount: With respect to any series or class
of Securities, on any date, the amount provided by the terms of such Securities;
provided, however, that the Controlled Deposit Amount for any series of Term
Notes shall not exceed the then Outstanding Amount of such Notes.
Corporate Trust Office: With respect to the Indenture Trustee
or the Owner Trustee, the principal office at which at any particular time the
corporate trust business of the Indenture Trustee or Owner Trustee,
respectively, shall be administered, which offices at the Initial Closing Date
are located:
in the case of the Indenture Trustee, at:
The Bank of New York
000 Xxxxxxx Xxxxxx, 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Trustee Administration
and in the case of the Owner Trustee, at:
Chase Manhattan Bank USA, N.A.
0000 Xxxxxx Xxxxxx, Xxxxxxxxx Trust, 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trustee Administration
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provided that, when the definition of "Corporate Trust Office" is used
in connection with providing notice to the Owner Trustee, a copy of
such notice shall also be sent to:
The Chase Manhattan Bank
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Global Trust Services
Custodian: GMAC, as Servicer, or another custodian named from
time to time pursuant to the Custodian Agreement.
Custodian Agreement: The Custodian Agreement, dated as of the
Initial Closing Date, between the Custodian, GMAC and WARCO, as amended and
supplemented from time to time.
Daily Remittance Period: The periods designated as such in the
Officer's Issuance Certificate of any series of Notes.
Daily Trust Balance: For any date, the aggregate principal
balance of all Receivables held by the Trust on such date (which shall not
include the Retained Property).
Daily Trust Invested Amount: For any date during a Collection
Period, an amount equal to (without duplication)
(a) the aggregate Outstanding Amount of the Term Notes on
such date plus
(b) the outstanding Certificate Balance on such date plus
(c) the Net Revolver Balance for such date minus
(d) the Cash Collateral Amount for such date minus
(e) any amounts held on such date in a related Distribution
Account, Cash Accumulation Account or other account for
payment of principal on the Notes or distribution of
Certificate Balance on the Certificates.
Dealer: Any corporation, entity or other Person the
Receivables of which are included in the Trust.
Dealer Overconcentration Percentage: 1.0%, or such higher
percentage not to exceed 2.0% in any event as the Seller shall select upon
satisfaction of the Rating Agency Condition.
Dealer Overconcentration Receivables: With respect to any
date, with respect to
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any Dealer or group of affiliated Dealers (as determined in accordance with the
Servicer's standard procedures for identifying and tracking accounts of
affiliated Dealers), the outstanding Available Receivables with respect to such
Dealer or group of affiliated Dealers to the extent, if any, of the excess of
(a) the aggregate principal balance of all such Available
Receivables on such date over
(b) the Dealer Overconcentration Percentage of the sum of
(i) the Specified Maximum Revolver Balance and
(ii) the aggregate Outstanding Amount for all Term
Notes as of such date or, if applicable, as of the
commencement of any then occurring Early Amortization
Period, Wind Down Period or Payment Period.
If, on any date, there exist Dealer Overconcentration Receivables with respect
to a Dealer or group of affiliated Dealers, those Receivables constituting
Eligible Receivables shall be those Available Receivables that were originated
on the earliest dates, with the more recently originated Receivables being
Dealer Overconcentration Receivables. If not all Available Receivables
originated on any date are Eligible Receivables, a Receivable related to a
Vehicle with a lower vehicle identification number shall constitute an Eligible
Receivable before a Receivable related to a Vehicle with a higher vehicle
identification number. All Available Receivables that are not Eligible
Receivables pursuant to the foregoing shall be Dealer Overconcentration
Receivables. If an Available Receivable that is a Dealer Overconcentration
Receivable on the date such Receivable is created subsequently ceases to be a
Dealer Overconcentration Receivable such that such Receivable becomes an
Eligible Receivable pursuant to the foregoing, such Eligible Receivable shall be
deemed created on the date it so becomes an Eligible Receivable.
Default: Any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.
Defaulted Receivables: For any Monthly Distribution Date, all
Receivables held by the Trust that were charged-off as uncollectible during the
related Collection Period, other than any such Receivables that are subject to
repurchase by the Seller or GMAC or purchase by the Servicer on such Monthly
Distribution Date (unless certain events of bankruptcy, insolvency or
receivership have occurred with respect to the Seller, GMAC or the Servicer, as
the case may be, in which event Defaulted Receivables shall include the
principal amount of such otherwise excluded Receivables).
Deficiency Amount: The amounts determined to be Deficiency
Amounts in Section 4.5(c)(ii) of the Trust Sale and Servicing Agreement.
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Definitive Certificates: The Certificates issued pursuant to
the Trust Agreement in definitive form either upon original issuance or upon
termination of book-entry registration with respect to such Certificates
pursuant to Section 3.13 of the Trust Agreement.
Definitive Notes: The Notes issued pursuant to the Indenture
in definitive form.
Definitive Term Notes: The Term Notes issued pursuant to the
Indenture in definitive form either upon original issuance or upon termination
of book-entry registration with respect to such Term Notes pursuant to Section
2.12 of the Indenture.
Delivery: When used with respect to Designated Account
Property, "Delivery" means:
(i) (a) with respect to Physical Property or any
Certificated Security, transfer thereof to the
Indenture Trustee or its nominee or custodian by
physical delivery to the Indenture Trustee or its
nominee or custodian endorsed to, or registered in
the name of, the Indenture Trustee or its nominee or
custodian or endorsed in blank; and
(b) with respect to a Security Certificate or
any other Designated Account Property that
constitutes Physical Property and that is
not a Security Entitlement transfer of such
Security Certificate or other Designated
Account Property to the Indenture Trustee or
its nominee or custodian by physical
delivery to the Indenture Trustee or its
nominee or custodian endorsed to, or
registered in the name of, the Indenture
Trustee or its nominee or custodian or
endorsed in blank; and
(ii) with respect to any Uncertificated Security that is not a
Federal Book-Entry Security:
(a) if the issuer of such Uncertificated
Security is organized under the laws of a
jurisdiction that has not adopted Revised
Article 8, registration on the books and
records of the issuer thereof in the name of
the financial intermediary, the sending of a
confirmation by the financial intermediary
of the transfer to the Indenture Trustee or
its nominee or custodian of such
Uncertificated Security and the making by
such financial intermediary of entries on
its books and records identifying such
Uncertificated Securities as belonging to
the Indenture Trustee or its nominee or
custodian; and
(b) if the issuer of such Uncertificated
Security is organized under the laws of a
jurisdiction that has adopted Revised
Article 8, (x) the issuer registers the
Indenture Trustee as the registered owner or
(y)
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the Indenture Trustee otherwise satisfies
the requirements for obtaining "control"
under Section 8-106(c) of Revised Article 8.
Depository Agreement: The Note Depository Agreement and any
similar agreement executed in connection with the issuance of any series of
Securities originally issued as Book-Entry Notes or Book-Entry Certificates.
Designated Account Property: The Designated Accounts, all
amounts and investments held from time to time in any Designated Account
(whether in the form of deposit accounts, Physical Property, book-entry
securities, uncertificated securities or otherwise), including the Reserve Fund
Initial Deposit, and all proceeds of the foregoing.
Designated Accounts: The Collection Account, the Term Note
Distribution Account, the Revolver Distribution Account, the Accumulation
Accounts, the Reserve Fund, all Cash Accumulation Reserve Funds and any other
account so designated in an Officer's Issuance Certificate, collectively.
Determination Date: The tenth day of each calendar month, or
if such tenth day is not a Business Day, the next succeeding Business Day.
Distribution Accounts: The Term Note Distribution Account,
Certificate Distribution Account and Revolver Distribution Account.
DPP: Delayed Payment Privilege, a policy of GMAC under which
GMAC may agree with a dealer not to require payment of principal promptly upon
the sale or lease of the vehicle to a customer.
DTC: The Depository Trust Company, a limited-purpose trust
company certified under the New York Banking Law.
Early Amortization Event: An event described as such in
Section 9.1 of the Trust Sale and Servicing Agreement or any amendment or
supplement.
Early Amortization Period: The period commencing on the day on
which an Early Amortization Event is deemed to have occurred, and ending on the
first to occur of (a) the payment in full of all outstanding Securities, (b) the
recommencement of the Revolving Period as described in Sections 9.1(j) and 9.5
of the Trust Sale and Servicing Agreement and (c) the Trust Termination Date. A
Monthly Distribution Date is related to an Early Amortization Period if the last
day of the related Collection Period occurred during an Early Amortization
Period.
Eligible Account: An Account which, as of the date of
determination thereof:
(a) is in favor of a Person that is not subject to voluntary
or involuntary
-15-
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liquidation, that is not classified in "programmed" or "no
credit" status and in which General Motors or an Affiliate
does not have a more than 20% equity interest,
(b) has been established by GMAC or General Motors,
(c) is maintained and serviced by GMAC,
(d) is not a Fleet Account or a Marine Account,
(e) with respect to which, during the preceding 12 months,
GMAC has not charged off, without recovering, any amount in
excess of $25,000 and
(f) there has been no material breach by the related obligor
of its obligation to pay the related Receivable upon sale of
the Vehicle related thereto (a material breach, for these
purposes, includes, without limitation, any failure to pay
such Receivable which GMAC knows to be attributable in whole
or in part to such obligor's unwillingness or financial
inability to pay).
Eligible Deposit Account: Either (a) a segregated account with
an Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States of America or any one of the states thereof (or any domestic
branch of a foreign bank), having corporate trust powers and acting as trustee
for funds deposited in such account so long as any of the securities of such
depository institution has a credit rating from each Rating Agency then rating
such securities in one of its generic rating categories which signifies
investment grade.
Eligible Institution: Either
(a) the corporate trust department of the Indenture Trustee
or the Owner Trustee, as applicable, or
(b) a depository institution organized under the laws of the
United States of America or any one of the States thereof (or
any domestic branch of a foreign bank),
(i) which has either (A) a long-term unsecured debt
rating acceptable to the Rating Agencies or (B) a
short-term unsecured debt rating or certificate of
deposit rating acceptable to the Rating Agencies and
(ii) whose deposits are insured by the FDIC or any
successor thereto.
Eligible Investments: Book-entry securities, negotiable
instruments or securities
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represented by instruments in bearer or registered form which (at the time made)
evidence:
(a) direct obligations of, and obligations fully guaranteed as
to timely payment by, the United States of America;
(b) demand deposits, time deposits or certificates of deposit
of any depository institution or trust company incorporated under the
laws of the United States of America or any State thereof (or any
domestic branch of a foreign bank) and subject to supervision and
examination by Federal or State banking or depository institution
authorities; provided, however, that at the time of the investment or
contractual commitment to invest therein, the commercial paper or other
short-term unsecured debt obligations (other than such obligations the
rating of which is based on the credit of a Person other than such
depository institution or trust company) thereof shall have a credit
rating from each of the Rating Agencies then rating such obligations in
the highest investment category granted thereby;
(c) commercial paper having, at the time of the investment or
contractual commitment to invest therein, a rating from each of the
Rating Agencies then rating such commercial paper in the highest
investment category granted thereby;
(d) investments in money market or common trust funds having a
rating from each of the Rating Agencies then rating such funds in the
highest investment category granted thereby for money market funds
(including funds for which the Indenture Trustee or the Owner Trustee
or any of their respective affiliates is investment manager or advisor,
so long as such fund shall have such rating, provided, however, that no
funds in the Cash Accumulation Account or the Term Note Distribution
Subaccount for the 2000-A Term Notes shall be invested in Eligible
Investments described in this clause (d));
(e) bankers' acceptances issued by any depository institution
or trust company referred to in clause (b) above;
(f) repurchase obligations with respect to any security that
is a direct obligation of, or fully guaranteed by, the United States of
America or any agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the United States of
America, in either case entered into with a Person with the Required
Deposit Rating or otherwise approved by the Rating Agencies; and
(g) any other investment permitted by each of the Rating
Agencies;
in each case, other than as permitted by the Rating Agencies, maturing
(i) not later than the Business Day immediately preceding the
next Monthly Distribution Date or
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(ii) on such next Monthly Distribution Date if either
(A) such investment is in the institution with which
the Term Note Distribution Account, the Certificate
Distribution Account or the Accumulation Accounts, as
the case may be, is then maintained or
(B) the Indenture Trustee (so long as the short-term
unsecured debt obligations of the Indenture Trustee
are rated at least P-1 by Moody's and A-1 by Standard
& Poor's on the date such investment is made) shall
advance funds on such Monthly Distribution Date to
the Term Note Distribution Account, the Certificate
Distribution Account or the Accumulation Accounts, as
the case may be, in the amount payable on such
investment on such Monthly Distribution Date pending
receipt thereof to the extent necessary to make
distributions on the Notes or the Certificates, as
the case may be, on such Monthly Distribution Date.
For purposes of the foregoing, unless the Indenture
Trustee objects at the time an investment is made,
the Indenture Trustee shall be deemed to have agreed
to make such advance with respect to such investment.
As used in this definition, a rating is in the "highest
investment category" of a rating category which has relative gradations within
that category only if it has the highest rating within that category (so that,
for example, commercial paper with a rating of A-1 is not considered to be in
the "highest investment category," but a rating of A-1+ is within the "highest
investment category").
Eligible Receivable: With respect to any date, a Receivable:
(a) which was originated by GMAC in the ordinary course of
business or which was originated by General Motors in the ordinary
course of business and acquired by GMAC;
(b) which arose under an Account that was an Eligible Account
(and not a Selected Account) at the time of the transfer of such
Receivable from GMAC to the Seller;
(c) which is payable in United States dollars;
(d) to which GMAC had good and marketable title immediately
prior to the transfer thereof by GMAC to the Seller and which has been
the subject of a valid transfer and assignment from GMAC to the Seller
of all of GMAC's right, title and interest therein and the related
Vehicle Collateral Security (including any proceeds thereof);
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(e) which is advanced against a Vehicle;
(f) which at the time of transfer thereof by GMAC to the
Seller is secured by a first priority perfected security interest in
the Vehicle related thereto;
(g) with respect to which all consents, licenses and approvals
of any Governmental Authority in connection with the transfer thereof
to the Seller and to the Trust have been obtained and are in full force
and effect;
(h) which was created in compliance in all material respects
with all Requirements of Law applicable thereto;
(i) as to which, at all times following the transfer of such
Receivable to the Trust, the Trust has either a first priority
perfected security interest or good and marketable title thereto, free
and clear of all Liens (other than Liens permitted pursuant to the
Trust Sale and Servicing Agreement);
(j) which has been the subject of a valid transfer and
assignment from the Seller to the Trust of all the Seller's right,
title and interest therein and the related Vehicle Collateral Security
(including any proceeds thereof);
(k) which is the legal, valid, binding and assignable payment
obligation of the Dealer relating thereto, enforceable against such
Dealer in accordance with its terms, except as such enforceability may
be limited by the Insolvency Laws;
(l) which at the time of transfer thereof by GMAC to the
Seller is not subject to any valid right of rescission, setoff or any
other defense (including defenses arising out of violations of usury
laws) of the related Dealer;
(m) as to which, at the time of transfer thereof to the Trust,
GMAC and the Seller have satisfied in all material respects all their
respective obligations with respect to such Receivable required to be
satisfied at such time;
(n) as to which, at the time of transfer thereof to the Trust,
neither GMAC nor the Seller has taken or failed to take any action that
would impair the rights of the Trust or the Securityholders therein;
(o) which constitutes "chattel paper", an "account" or a
"general intangible" as defined in Article 9 of the UCC as then in
effect in the State of Michigan;
(p) with respect to which the related Dealer has not postponed
principal payment pursuant to DPP (or any similar arrangement) or any
other installment payment program;
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(q) which, at the time of transfer thereof to the Trust, does
not constitute a Dealer Overconcentration Receivable and
(r) which, at the time of transfer thereof to the Trust, does
not constitute an Excess Available Receivable.
Notwithstanding the foregoing, any other Receivable identified by GMAC as an
Eligible Receivable shall also be deemed an Eligible Receivable unless and until
such Receivable is thereafter determined not to satisfy the eligibility criteria
set forth above and reassigned by the Trust to GMAC or the Seller pursuant to
the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement
(it being understood that any such subsequent determinations shall not affect
any prior transfers of such Receivable and such Receivable shall be reassigned
to GMAC and the Seller only as specifically provided in the Trust Sale and
Servicing Agreement and the Pooling and Servicing Agreement). An Eligible
Receivable shall be deemed created or originated on the date it is identified by
GMAC as an Eligible Receivable. With respect to any Dealer, Eligible Receivables
shall be determined net of any funds held by GMAC for such Dealer for cash
management, liquidity and working capital purposes. Within any such Account,
Eligible Receivables shall be those Available Receivables originated on the
earliest dates. If not all Available Receivables originated on any date are
Eligible Receivables, a Receivable relating to a Vehicle with a lower vehicle
identification number shall constitute an Eligible Receivable before a
Receivable relating to a Vehicle with a higher vehicle identification number. If
there is a reduction on any date of the amount so held for such Dealer, a
Receivable or Receivables shall be deemed created on such date to the extent of
such reduction and such Receivable(s) shall be Eligible Receivable(s) if the
eligibility criteria set forth above are satisfied and based on such date of
origination and the vehicle identification number of the related Vehicle as
described above.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
Event of Default: An event described in Section 5.1 of the
Indenture.
Excess Available Receivables: For any date, Available
Receivables to the extent, if any, of the excess of:
(a) the aggregate principal balance of Available Receivables
less the aggregate principal balance of Dealer Overconcentration
Receivables over
(b) the Maximum Pool Balance.
If, on any date, there exist Excess Available Receivables, a pro rata portion of
the Receivables in each Account in the Pool of Accounts shall constitute Excess
Available Receivables (based on the aggregate principal balance of the
Receivables in each such Account). Within each such Account, Eligible
Receivables shall be those Available Receivables that were originated on the
earliest dates, with the more recently originated Receivables being Excess
Available Receivables. If not all
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Available Receivables originated on any date within an Account are Eligible
Receivables, a Receivable related to a Vehicle with a lower vehicle
identification number shall constitute an Eligible Receivable before a
Receivable related to a Vehicle with a higher vehicle identification number. All
Available Receivables that are not Eligible Receivables pursuant to the
foregoing shall be Excess Available Receivables. If an Available Receivable that
is an Excess Available Receivable on the date such Receivable is originated or
created subsequently ceases to be an Excess Available Receivable such that such
Receivable becomes an Eligible Receivable pursuant to the foregoing, such
Eligible Receivable shall be deemed originated or created on the date it so
becomes an Eligible Receivable.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Executive Officer: With respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation; and with respect to any partnership, any general partner
thereof.
Exempt Deposit Date: With respect to any Notes, a Monthly
Distribution Date which is not a Payment Date for such Notes.
FDIC: The Federal Deposit Insurance Corporation or any
successor thereto.
Federal Book-Entry Security: An obligation issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or the Federal National
Mortgage Association, or any other direct obligation of, or obligation fully
guaranteed as to timely payment of principal and interest by, the United States
of America, that is a book-entry security held through the Federal Reserve
System pursuant to Federal Book-entry regulations.
Final Revolving Period Termination Date: February 28, 2005.
Financial Asset: Has the meaning given such term in Article 8
of the New York UCC. As used herein, the Financial Asset "related to" a Security
Entitlement is the Financial Asset in which the entitlement holder (as defined
in Article 8 of the New York UCC) holding such Security Entitlement has the
rights and property interest specified in Article 8 of the New York UCC.
Fitch: Fitch
Fleet Accounts: Credit lines or accounts pursuant to which
advances may be made to finance Vehicles intended for sale to fleet customers,
generally in lots of more than 10.
Floor Plan Financing Agreement: Collectively, the Wholesale
Security Agreement, and the related agreements between GMAC and a Dealer or the
Wholesale Instalment Sales
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Finance Agreement and related agreements between General Motors and a Dealer,
or, in each case, any successor agreements, pursuant to which GMAC or General
Motors, as the case may be, agrees to extend credit to such Dealer to purchase
or finance Vehicles and other vehicles and related items, and pursuant to which
such Dealer grants to GMAC or to General Motors, as the case may be, a security
interest in the specific Vehicles financed by GMAC or by General Motors, certain
other vehicles, certain other collateral and the proceeds thereof.
Floor Plan Financing Guidelines: The Servicer's written
policies and procedures, as such policies and procedures may be amended from
time to time, relating to (a) the operation of its floor plan financing
business, including the policies and procedures for determining the interest
rates charged to Dealers and other terms and conditions relating to the
Servicer's wholesale financing accounts, the creditworthiness of Dealers and the
extension of credit to Dealers, and (b) the maintenance of accounts and
collection of receivables.
Fully Funded Date: With respect to any series of Notes, the
date designated as such in the Officer's Issuance Certificate applicable to such
series of Notes.
General Motors: General Motors Corporation, a Delaware
corporation.
GMAC: General Motors Acceptance Corporation, a Delaware
corporation, and a wholly-owned subsidiary of General Motors.
GMAC Addition Notice: The notice described in Section 2.03(a)
of the Pooling and Servicing Agreement.
GMAC Removal Notice: The notice described in Section 2.04 of
the Pooling and Servicing Agreement.
Governmental Authority: The United States of America, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.
Holder: The Person in whose name a Note or Certificate, as the
case may be, is registered on the Note Register or the Certificate Register, as
applicable.
Indenture: The Indenture, dated as of the Initial Closing
Date, between the Issuer and the Indenture Trustee, as amended and supplemented
from time to time, including all Officer's Issuance Certificates.
Indenture Trustee: The Bank of New York, a New York banking
corporation, not in its individual capacity but solely as trustee under the
Indenture, or any successor trustee under the Indenture.
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Independent: When used with respect to any specified Person,
that the Person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
Independent Certificate: A certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" and that the signer is Independent within the
meaning thereof.
Indirect Participant: A securities broker, dealer, bank, trust
company or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant, either directly or indirectly.
Ineligible Account: An Account that does not satisfy the
criteria to be an Eligible Account.
Initial Account: An Account identified on the Schedule of
Accounts as in the Pool of Accounts as of the Initial Cut-Off Date.
Initial Closing Date: June 29, 2000.
Initial Cut-Off Date: June 27, 2000.
Initial Quarterly Distribution Date: October 16, 2000.
Initial Securities: The 2000-A Term Notes and the 2000-A
Certificates.
Insolvency Event: With respect to a specified Person, (a) the
entry of a decree or order by a court, agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver,
trustee or liquidator for such Person, in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of such Person's affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 90 consecutive days,
(b) the consent by such Person to the appointment of a conservator, receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to such Person or
of or relating to substantially all of such Person's property or (c) such Person
shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take
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advantage of any applicable insolvency, bankruptcy or reorganization statute,
make an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations.
Insolvency Laws: The Bankruptcy Code and any other applicable
federal or State bankruptcy, insolvency or other similar law.
Insolvency Proceeds: The proceeds described in Section 9.2(a)
of the Trust Sale and Servicing Agreement.
Intercompany Advance Agreement: The Intercompany Advance
Agreement dated as of January 25, 1994 between WARCO and GMAC, as amended and
supplemented from time to time.
Interest Collections: For any Collection Period, collections
received during such Collection Period on the Receivables existing under the
Accounts in the Pool of Accounts that the Servicer attributes to interest and
other non-principal charges pursuant to the Floor Plan Financing Guidelines,
including Administrative Purchase Payments and Warranty Payments in excess of
the principal portion thereof.
Interest Rate: With respect to any series of Notes the rate or
rates designated as such in the Officer's Issuance Certificate applicable to
such series of Notes.
Interested Party: GMAC, the Seller, the Issuer and each other
party identified or described in the Pooling and Servicing Agreement or in the
Trust Sale and Servicing Agreement as having an interest in Receivables as
owner, trustee, secured party or holder of the Securities.
Investment Company Act: The Investment Company Act of 1940, as
amended.
Investment Proceeds: With respect to any Monthly Distribution
Date, investment earnings on funds deposited in the Designated Accounts and the
Certificate Distribution Account net of losses and investment expenses during
the related Collection Period.
Involuntary Case: Any Proceeding provided for any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to any Person or relating to all or substantially all
of its property.
Issuer: The party named as such in the Pooling and Servicing
Agreement, the Trust Sale and Servicing Agreement and the Indenture until a
successor replaces it and, thereafter, the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
Notes.
Issuer Order and Issuer Request: A written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.
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LIBOR Business Day: Any day on which commercial banks in
London are open for business (including dealings in foreign exchange and foreign
currency deposits).
Lien: Any security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach by operation of law.
Marine Accounts: Credit lines or accounts pursuant to which
advances are made to finance new and used boats and related items.
Maximum Pool Balance: The sum of
(a) the Maximum Revolver Balance,
(b) the aggregate outstanding principal balance of all Term
Notes (after giving effect to any amounts on deposit in the Term Note
Distribution Accounts and any Accumulation Accounts for payments of
principal), and
(c) the aggregate outstanding Certificate Balance of all
Certificates (after giving effect to any amounts on deposit in the
Certificate Distribution Account for distributions with respect to
Certificate Balance).
Maximum Revolver Balance: At any time, the Specified Maximum
Revolver Balance, as such amount may be increased or decreased from time to time
in accordance with the Trust Sale and Servicing Agreement; provided, however,
that at any time additional borrowings may not be made under a Revolving Note
(including, if applicable, during the Wind Down Period or an Early Amortization
Period), the Maximum Revolver Balance shall include the Specified Maximum
Revolver Balance attributable to such Note only to the extent of the Net
Revolver Balance with respect to such Note. For purposes of the foregoing, if
and so long as the holder of any Revolving Notes has determined not to make any
further advances thereunder but additional borrowings are otherwise then
permitted thereunder, the proviso to the previous sentence shall be applicable
in determining Excess Available Receivables but shall otherwise be inapplicable.
Monthly Available Amount: With respect to a Monthly
Distribution Date, the aggregate of the amounts designated as such for each
series of Notes separately in the Officer's Issuance Certificate applicable to
each such series of Notes.
Monthly Carrying Costs: With respect to a Monthly Distribution
Date, the aggregate of the costs designated as such for each series of Notes
separately in the Officer's Issuance Certificate applicable to each such series
of Notes.
Monthly Distribution Date: The fifteenth day of each calendar
month or, if such fifteenth day is not a Business Day, the next succeeding
Business Day, commencing August 15,
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2000. A Monthly Distribution Date is related to the Collection Period prior to
the Collection Period in which such Monthly Distribution Date occurs.
Monthly Payment Rate: For any Collection Period, the
percentage obtained by dividing Principal Collections for such Collection Period
by the average daily aggregate principal balance of all Receivables (including
Receivables included in the Retained Property) included in the Accounts in the
Pool of Accounts during such Collection Period.
Monthly Remittance Condition: Any of the conditions specified
in Section 6.2(b) of the Trust Sale and Servicing Agreement.
Monthly Servicing Fee: The fee described in Section 5.1 of the
Trust Sale and Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc.
Net Revolver Balance: For any date, the aggregate outstanding
principal balance under the Revolving Notes minus any amounts on deposit in the
Revolver Distribution Account on such date for the payment of principal.
New Vehicles: Under GMAC's current practices and policies,
Vehicles of any model year that are not Auction Vehicles, that generally have
been driven less than 200 miles and that are either (a) untitled or (b) titled
solely for purposes of State laws requiring demonstration vehicles to be titled.
New York UCC: The UCC as in effect in the State of New York.
Note Depository: With respect to any Book-Entry Notes for
which Definitive Term Notes have not been issued, any depository selected from
time to time by the Indenture Trustee on behalf of the Trust in whose name a
series of Notes is registered. The Note Depository for the 2000-A Term Notes
shall be Cede & Co., the nominee of the Clearing Agency for such series.
Note Depository Agreement: With respect to any series of Term
Notes originally issued as Book-Entry Notes, the agreement, dated as of the
Closing Date for such series, among the Issuer, the Indenture Trustee and the
Clearing Agency relating to such Term Notes, as the same may be amended and
supplemented from time to time.
Note Owner: With respect to any Term Note issued as a Book
Entry Note, the Person who is the beneficial owner of such Book Entry Note, as
reflected on the books of the related Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an Indirect Participant, in each case in accordance
with the rules of such Clearing Agency).
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Note Register: With respect to any series of Notes, the
register of such Notes specified in Section 2.4 of the Indenture.
Note Registrar: The registrar at any time of the Note
Register, appointed pursuant to Section 2.4 of the Indenture.
Noteholders: Holders of record of the Notes pursuant to the
Indenture and, with respect to any series of Notes, holders of record of such
series of Notes pursuant to the Indenture.
Noteholders' Interest: With respect to a series of Notes, for
any Monthly Distribution Date, the amount specified as such in the Officer's
Issuance Certificate applicable to such series of Notes.
Notes: The Term Notes and the Revolving Notes.
Officer's Certificate: A certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 of the Indenture,
and delivered to the Indenture Trustee. Unless otherwise specified, any
reference in the Indenture to an officer's certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.
Officer's Issuance Certificate: An Officer's Certificate
establishing the terms of any series of Notes pursuant to Section 2.1 of the
Indenture.
Opinion of Counsel: A written opinion of counsel, who may,
except as otherwise expressly provided, be an employee of the Seller, the
Servicer or GMAC. In addition, for purposes of the Indenture: (a) such counsel
shall be satisfactory to the Indenture Trustee, (b) the opinion shall be
addressed to the Indenture Trustee as Trustee and (c) the opinion shall comply
with any applicable requirements of Section 11.1 of the Indenture and shall be
in form and substance satisfactory to the Indenture Trustee.
Other Indebtedness: The indebtedness of Dealers to GMAC
defined in Section 6.03(a) of the Pooling and Servicing Agreement.
Outstanding: With respect to any Notes, as of the date of
determination, subject to Section 4.5(g) of the Trust Sale and Servicing
Agreement, all such Notes theretofore authenticated and delivered under the
Indenture except:
(a) Notes theretofore canceled by the Indenture Trustee or
delivered to the Indenture Trustee for cancellation;
(b) Notes or portions thereof the payment for which money in
the necessary amount has been theretofore deposited with the Indenture
Trustee or any Paying Agent in trust for the Holders of such Notes;
provided, however, that if such Notes are to be
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redeemed, notice of such redemption has been duly given pursuant to the
Indenture or provision therefore, satisfactory to the Indenture
Trustee, has been made; and
(c) Notes in exchange for or in lieu of other Notes which have
been authenticated and delivered pursuant to this Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such
Notes are held by a bona fide purchaser; provided, however, that in
determining whether the Holders of the requisite Outstanding Amount of
the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes
owned by the Issuer, any other obligor upon the Notes, the Seller or
any Affiliate of any of the foregoing Persons shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the
Indenture Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes
that the Indenture Trustee knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction
of the Indenture Trustee the pledgor's right so to act with respect to
such Notes and that the pledgee is not the Issuer, any other obligor
upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons.
Outstanding Amount: As of any date, with respect to any series
of Term Notes or Revolving Notes, the aggregate principal amount of such Notes
Outstanding at such date.
Owner Trust Estate: All right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article II
of the Trust Sale and Servicing Agreement, all funds on deposit from time to
time in the Designated Accounts and the Certificate Distribution Account, the
Specified Support Arrangements and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Trust Sale and Servicing Agreement and the Administration Agreement.
Owner Trustee: Chase Manhattan Bank USA, N.A., a Delaware
banking corporation or any successor trustee under the Trust Agreement.
Paying Agent: With respect to the Indenture, the Indenture
Trustee or any other Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 of the Indenture and is authorized
by the Issuer to make the payments to and distributions from the Collection
Account, the Term Note Distribution Account and the Revolver Distribution
Account, including payment of principal of or interest on the Notes on behalf of
the Issuer. With respect to the Trust Agreement, any paying agent or co-paying
agent appointed pursuant to Section 3.9 of the Trust Agreement that meets the
eligibility standards for the Owner Trustee specified in Section 6.13 of the
Trust Agreement, and initially The Chase Manhattan Bank.
Payment Date: With respect to a series of Notes, each date
specified for payment of interest or principal on the Notes pursuant to the
Indenture. With respect to a series of Notes
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providing for monthly payment of interest or principal, Payment Date means a
Monthly Distribution Date.
Payment Period: With respect to a series of Term Notes or
Revolving Notes, the period, if any, described in the related Officer's Issuance
Certificate during which amounts are required to be set aside and/or paid as
principal on such Term Notes or Revolving Notes prior to the Wind Down Period or
an Early Amortization Period.
Person: Any legal person, including any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or Governmental Authority.
Physical Property: Means bankers' acceptances, commercial
paper, negotiable certificates of deposit and other obligations that constitute
"instruments" within the meaning of Section 9-105(1)(i) of the UCC and are
susceptible of physical delivery.
Pool of Accounts: At any time, all Accounts identified on the
Schedule of Accounts as amended and supplemented from time to time pursuant to
the Pooling and Servicing Agreement and the Trust Sale and Servicing Agreement.
From and after the related Removal Date, an Account shall no longer be deemed
included in the Pool of Accounts.
Pooling and Servicing Agreement: The Pooling and Servicing
Agreement, dated as of the Initial Closing Date, between GMAC and the Purchaser,
as amended and supplemented from time to time.
Predecessor Note: With respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.
Principal Allocation Percentage: for a series of Notes that
has reached its Fully Funded Date, zero, and for any other series of Notes (the
"Referent Series") which requires Available Trust Principal to be retained or
set aside during any period to fund swap payments, if any, or principal payments
with respect to the Referent Series on any date, is the percentage equivalent to
the following:
(1) if such date does not relate to a Wind Down Period or an Early
Amortization Period for the Trust:
(Principal Allocation Percentage for (Aggregate Principal Balance of Referent Series)
a Referent Series) = ---------------------------------------------------------------------------
(Sum of Aggregate Principal Balance for all Referent Series)
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where, for purposes of this equation only:
"Aggregate Principal Balance of Referent Series" is
(ii with respect to any Referent Series of Term
Notes, the aggregate initial principal
balance with respect to such Referent Series
or
(ii with respect to any Referent Series of
Revolving Notes, the outstanding principal
balance of such Referent Series as of the
close of business on the day preceding the
first day of the Payment Period with respect
to such series
"Sum of Aggregate Principal Balance for all Referent Series"
is the sum of the "Aggregate Principal Balance of Referent
Series" for each series of Notes which is on that date a
Referent Series
(2) if such date relates to a Wind Down Period or an Early Amortization
Period for the Trust:
Principal Allocation Percentage (Aggregate Principal Balance of Referent Series)
for a Referent Series =
-----------------------------------------------------------------------------
(Sum of Aggregate Principal Balance for each Series of Notes)
where, for purposes of this equation only:
"Aggregate Principal Balance of Referent Series" is the
aggregate outstanding principal balance of the Referent Series
then outstanding on the last day of the Revolving Period
"Sum of Aggregate Principal Balance for each Series of Notes"
is the sum of the "Aggregate Principal Balance of Referent
Series" for all series then outstanding on the last day of the
Revolving Period, except for any series the principal balance
of which has been fully paid or provided for (calculated for
this purpose as though each outstanding series is a Referent
Series on that date)
Principal Collections: For any day or any period, collections
received on such date or during such period, as applicable, on the Receivables
existing under the Accounts in the Pool of Accounts that the Servicer attributes
to principal pursuant to the Floor Plan Financing Guidelines, including the
principal portion of Warranty Payments and Administrative Purchase Payments.
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Priority Payment Amount: Any make-whole payment, payment to an
interest rate swap counterparty, or other payment or deposit obligation
specified in an Officers' Issuance Certificate for a series of Notes or a
Certificate Issuance Order as constituting a "Priority Payment Amount," which
designates such amount as having priority of payment over the principal balance
of the Certificates; provided, that no amount shall constitute a Priority
Payment Amount unless either (x) each holder of a Certificate has consented to
the designation of such amount as a Priority Payment Amount or (y) the Rating
Agency Condition has been satisfied with respect to such designation.
Proceeding: Any suit in equity, action at law or other
judicial or administrative proceeding.
Program: The program described in Section 4.2 of the Trust
Sale and Servicing Agreement.
Purchaser: Wholesale Auto Receivables Corporation, a Delaware
corporation, or its successor in interest pursuant to the Pooling and Servicing
Agreement.
Quarterly Distribution Date: Each Monthly Distribution Date
occurring in the months of January, April, July and October, commencing October
16, 2000.
Quarterly Interest Accrual Date: The 15th day of each January,
April, July and October, or if such day is not a Business Day, the next
following day which is a Business Day, commencing October 16, 2000.
Rapid Amortization Events: With respect to a series of Term
Notes, the events designated as such in the Officer's Issuance Certificate for
such series of Term Notes.
Rapid Amortization Payment Date: With respect to a series of
Term Notes, the meaning given to such term in the Officer's Issuance Certificate
applicable to such series of Term Notes.
Rapid Amortization Period: With respect to a series of Term
Notes, the meaning given to such term in the Officer's Issuance Certificate for
such series of Term Notes.
Rating Agencies: As of any date, with respect to any series or
class of Securities, the nationally recognized statistical rating organizations
that are requested by the Seller to provide ratings on such Securities and that
are rating such Securities on such date.
Rating Agency Condition: With respect to any action, with
respect to any series or class of Securities that are then rated, the condition
that each of the Rating Agencies with respect to such Securities shall have
notified the Seller, the Servicer and the Issuer in writing that such action
shall not result in a downgrade, suspension or withdrawal of the then current
rating of such Securities.
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Reassignment Amount: For any Monthly Distribution Date, after
giving effect to any allocations, withdrawals and deposits otherwise to be made
on such Monthly Distribution Date, the sum of the Daily Trust Invested Amount
(which, for such purpose, shall be calculated without reduction for the Cash
Collateral Amount) and accrued but unpaid interest on all outstanding Securities
to the extent not previously distributed to Securityholders.
Receivable: At any time, the right to receive payment on a
loan made under an Account included in the Pool of Accounts.
Receivables Purchase Date: Each Business Day during the
Revolving Period on which Eligible Receivables are created in any Account then
included in the Pool of Accounts, subject to Section 6.02 of the Pooling and
Servicing Agreement.
Record Date: (a) With respect to any series of Term Notes that
are Book-Entry Notes and with respect to any Payment Date, the close of business
on the day immediately preceding such Payment Date, or if Definitive Term Notes
are issued therefor, the last day of the preceding Collection Period, (b) with
respect to any series of Notes other than those described in clause (a) and with
respect to any Payment Date, the last day of the preceding Collection Period and
(c) with respect to the Certificates and with respect to any Certificate Payment
Date, the close of business on the last day of the preceding Collection Period.
Recoveries: For any Monthly Distribution Date, all amounts
received, including insurance proceeds, by the Servicer during the related
Collection Period with respect to Eligible Receivables that have previously
become Defaulted Receivables.
Redemption Date: For a series of Term Notes, the date, if any,
specified as such in the Officer's Issuance Certificate applicable to such
series.
Redemption Price: For a series of Term Notes, the price, if
any, specified as such in the Officer's Issuance Certificate applicable to such
series.
Registered Holder: The Person in whose name a Note is
registered on the Note Register on the applicable Record Date.
Remaining Interest Amounts: The amounts designated as
Remaining Interest Amounts in Section 4.5(c) of the Trust Sale and Servicing
Agreement.
Removal Balance: The balance described in Section 2.8 of the
Trust Sale and Servicing Agreement.
Removal Commencement Date: The date described as such in
Section 2.8 of the Trust Sale and Servicing Agreement.
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Removal Date: The date described as such in Section 2.8 of the
Trust Sale and Servicing Agreement.
Removal Notice: The notice described in Section 2.8 of the
Trust Sale and Servicing Agreement.
Removed Account: An Account that has been removed from the
Pool of Accounts pursuant to Sections 2.04 or 2.05 of the Pooling and Servicing
Agreement and/or Sections 2.8 or 2.9 of the Trust Sale and Servicing Agreement.
Required Deposit Rating: A rating on short-term unsecured debt
obligations of P-1 by Moody's and A-1+ by Standard & Poor's. Any requirement
that short-term unsecured debt obligations have the "Required Deposit Rating"
shall mean that such short-term unsecured debt obligations have the foregoing
required ratings from each of such rating agencies.
Required Payment: With respect to any series of Term Notes,
the amount provided by the Officer's Issuance Certificate with respect to such
Term Notes.
Required Payment Period Length: With respect to a series of
Notes, the period length specified as such in the Officer's Issuance Certificate
applicable to such series of Notes.
Required Revolver Payment: With respect to any Monthly
Distribution Date, the aggregate amount required to be paid (or set aside for
payment) as principal on all Revolving Notes on such Monthly Distribution Date
pursuant to the Indenture and the Trust Sale and Servicing Agreement.
Requirement of Law: With respect to any Person, the
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether Federal, State or local (including usury laws and the Federal Truth in
Lending Act).
Reserve Fund: The account designated as such, established and
maintained pursuant to Section 6.1(a)(v) of the Trust Sale and Servicing
Agreement.
Reserve Fund Deposit Amount: With respect to any Monthly
Distribution Date, the excess, if any, of the Reserve Fund Required Amount over
the amount on deposit in the Reserve Fund (after taking into account any
withdrawals from the Reserve Fund on such Monthly Distribution Date).
Reserve Fund Funding Condition: Will be satisfied on the date
of recommencement of the Revolving Period if:
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(a) the amount on deposit in the Reserve Fund equals or
exceeds the Reserve Fund Required Amount as of such date of
recommencement;
(b) the amount on deposit in each Cash Accumulation Reserve
Fund equals or exceeds the Cash Accumulation Reserve Fund Required
Amount thereof as of such date of recommencement; and
(c) the amount on deposit in the Certificate Reserve Fund
equals or exceeds the amount required to be on deposit in the
Certificate Reserve Fund, if any.
Reserve Fund Initial Deposit: $247,500,000.
Reserve Fund Property: The property described in Section
4.6(c) of the Trust Sale and Servicing Agreement.
Reserve Fund Required Amount: With respect to any Monthly
Distribution Date,
(a) for any Monthly Distribution Date related to the Revolving
Period or Wind Down Period, 6.0% of the Maximum Pool Balance minus the
amounts on deposit in all Cash Accumulation Accounts as of such Monthly
Distribution Date (or if, as of such Monthly Distribution Date, the
long-term debt obligations of GMAC are rated less than "BBB-" by
Standard & Poor's, then 7.0%), and
(b) for any Monthly Distribution Date during any Early
Amortization Period, 6.0% of the result of the Maximum Pool Balance
minus the amounts on deposit in all Cash Accumulation Accounts as of
the last day of the Revolving Period (or if, as of the last day of the
Revolving Period the long-term debt obligations of GMAC are rated less
than "BBB-" by Standard & Poor's, then 7.0%).
Reserve Fund Trigger Amount: $20,000,000
Responsible Officer: With respect to the Indenture Trustee or
the Owner Trustee, any officer within the Corporate Trust Office of such
trustee, and, with respect to the Servicer, the President, any Vice President,
Assistant Vice President, Secretary, Assistant Secretary or any other officer or
assistant officer of such Person customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Retained Property: The interest of GMAC described in Section
2.01(d) of the Pooling and Servicing Agreement.
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Revised Article 8: Revised Article 8 (1994 Version) (and
corresponding amendments to Article 9) as promulgated in 1994 by the National
Conference of Commissioners on Uniform State Laws, in the form in which it has
been adopted in the State of New York.
Revolver Distribution Account: The account designated as such,
established and maintained pursuant to Section 6.1(a)(iii) of the Trust Sale and
Servicing Agreement.
Revolver Interest: With respect to any Monthly Distribution
Date, for any series of Revolving Notes, except as otherwise provided in the
related Officer's Issuance Certificate, the product of (a) the average daily
Series Net Revolver Balance for such series during the related Collection Period
and (b) the Revolver Interest Rate for such series for such Monthly Distribution
Date.
Revolver Interest Carryover Shortfall: For any Monthly
Distribution Date, the excess of (a) the Aggregate Revolver Interest for such
Monthly Distribution Date over (b) the amount that was actually deposited in the
Revolver Distribution Account on such Monthly Distribution Date in respect of
Aggregate Revolver Interest.
Revolver Interest Rate: For any series of Revolving Notes, the
interest rate specified as such in the applicable Officer's Issuance
Certificate.
Revolver Monthly Payment Date: Means the 15th day of each
month, or if such day is not a U.S. Business Day, the next U.S. Business Day.
Revolver Payment Date: Means a Revolver Monthly Payment Date
or a Revolver Quarterly Payment Date.
Revolver Quarterly Payment Date: Means the 15th day of each
January, April, July and October, or if such day is not a U.S. Business Day, the
next U.S. Business Day.
Revolving Note: Any asset-backed revolving note executed by
the Issuer by any of its Authorized Officers and authenticated by the Indenture
Trustee in the form attached to the Officer's Issuance Certificate applicable to
such series of revolving notes.
Revolving Noteholder: Any Holder of a Revolving Note.
Revolving Period: The period commencing on the Initial Cut-Off
Date and continuing until the earlier of (a) the commencement of an Early
Amortization Period and (b) the occurrence of the Scheduled Revolving Period
Termination Date; provided that, at the option of the Seller, the Revolving
Period shall recommence (subject to termination upon the earlier to occur of an
event described in the preceding clauses (a) or (b)) as described in Sections
9.1(j) and 9.5 of the Trust Sale and Servicing Agreement.
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Schedule of Accounts: The list of Accounts that is required to
be kept at the locations specified in the Pooling and Servicing Agreement and
the Trust Sale and Servicing Agreement, as such list may be amended and
supplemented from time to time.
Scheduled Revolving Period Termination Date: June 30, 2001;
provided that the Scheduled Revolving Period Termination Date shall be
automatically extended to the last day of each succeeding month (but not beyond
February 28, 2005) unless the Seller, prior to the then Scheduled Revolving
Period Termination Date, elects to cause such extension not to occur by
providing written notice to such effect to the Servicer, the Owner Trustee (who
shall provide notice to the Certificateholders), the Indenture Trustee and the
Rating Agencies. Unless such notice is given, each such extension shall become
effective as of the Business Day prior to the then Scheduled Revolving Period
Termination Date. In addition, the Seller may, at any time prior to the then
Scheduled Revolving Period Termination Date, elect to extend the Scheduled
Revolving Period Termination Date to the last day of any specified month (but
not beyond February 28, 2005), subject thereafter to further automatic
extensions beyond the last day of such specified month as described in the
preceding two sentences.
Secretary of State: The Secretary of State of the State of
Delaware.
Securities: The Term Notes, the Revolving Notes and the
Certificates.
Securities Act: The Securities Act of 1933, as amended.
Securities Distribution Accounts: The Term Note Distribution
Accounts, the Revolver Distribution Account and the Certificate Distribution
Account.
Securities Intermediary: Has the meaning given to such term in
Section 6.1(b)(i) of the Trust Sale and Servicing Agreement.
Security Certificate: Has the meaning given such term in
Revised Article 8.
Security Entitlement: Has the meaning given such term in
Revised Article 8.
Securityholders: The Noteholders and the Certificateholders.
Selected Account: An Account designated as such as described
in Section 2.8 or 2.9 of the Trust Sale and Servicing Agreement.
Seller: The Person executing the Trust Sale and Servicing
Agreement as the Seller, or its successor in interest pursuant to Section 3.3 of
the Trust Sale and Servicing Agreement.
Series Net Revolver Balance: With respect to any series of
Revolving Notes, for
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any date, the aggregate outstanding principal balance under such series of
Revolving Notes minus any amounts on deposit in the Revolver Distribution
Account on such date for the payment of principal on such series of Revolving
Notes.
Series Shortfall: With respect to a series of Notes, the
amounts designated as such in the Officer's Issuance Certificate applicable to
such series of Notes.
Series Specified Maximum Revolver Balance: For any series of
Revolving Notes, the maximum balance specified as such in the Officer's Issuance
Certificate applicable to such series of Revolving Notes.
Servicer: The Person executing the Trust Sale and Servicing
Agreement as the Servicer, or its successor in interest pursuant to Section 7.2
of the Trust Sale and Servicing Agreement.
Servicer Advance: For any Monthly Distribution Date, the
amount, if any, advanced by the Servicer as described in Section 4.5(c) of the
Trust Sale and Servicing Agreement.
Servicer Liquidity Advance: For any series of Term Notes, if
the Officer's Issuance Certificate for such series provides for a Servicer
Liquidity Advance, an advance by the Servicer, stated in dollars, to the Trust
made to the extent a required principal payment for any series of Notes for any
Monthly Distribution Date cannot otherwise be made, after giving effect to all
issuances of Securities and additional borrowings under the Revolving Notes on
such Monthly Distribution Date, as they are available. However, the Servicer can
only make Servicer Liquidity Advances to the extent that the Servicer, in its
sole discretion, expects to recover such advances from subsequent Trust
Principal Collections. Servicer Liquidity Advances with respect to a series of
Term Notes will be reimbursed (a) if Available Trust Principal is being set
aside for that series of Term Notes, out of that series' share of Available
Trust Principal and (b) if Available Trust Principal is not being set aside for
Term Notes, out of a portion of Trust Principal Collections not to exceed a
fraction, the numerator of which is the outstanding principal balance of that
series of Term Notes and the denominator of which is the outstanding balance of
all series of Notes as of that date.
Servicer's Accounting: A certificate, completed by and
executed on behalf of the Servicer, in accordance with Section 3.05 of the
Pooling and Servicing Agreement.
Servicing Default: An event described as such in Section 8.1
of the Trust Sale and Servicing Agreement.
Servicing Fee Rate: 1%.
Shared Investment Proceeds: Investment Proceeds other than:
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(A) Cash Accumulation Account Earnings,
(B) Term Note Distribution Subaccount Earnings for the 2000-A
Term Notes,
(C) Investment Proceeds from the Cash Accumulation Reserve
Fund,
(D) Investment Proceeds from any other account established for
other series of Term Notes in which funds are accumulated to pay
principal on such Notes at designated times, and
(E) any other Investment Proceeds which are designated in an
Officer's Issuance Certificate as not constituting Shared Investment
Proceeds.
Specified Certificate Percentage: 3.0%.
Specified Maximum Revolver Balance: The maximum aggregate
amount of borrowings that may be made under the Revolving Notes during the
Revolving Period, which shall initially be $2,750,000,000.
Specified Support Arrangement: Any letter of credit, security
bond, cash collateral account, spread account, guaranteed rate agreement,
maturity or liquidity facility, tax protection agreement, interest rate swap
agreement, interest rate cap agreement, other derivative product or other
arrangement to provide liquidity or credit support for the benefit of holder of
one or more series or classes of Securities (other than the Reserve Fund),
whether or not such arrangement is an asset of the Trust, designated as such. As
of the Initial Closing Date, the Specified Support Arrangements will consist of
the Basis Swaps and the Cash Accumulation Reserve Fund.
Specified Trust Termination Date: April 1, 2019.
Standard & Poor's: Standard & Poor's Ratings Services.
State: Any one of the fifty states of the United States of
America or the District of Columbia.
Stated Final Payment Date: (i) In respect of a series of
Notes, the date, specified as such in the related Officer's Issuance
Certificate, on which final payment of principal on such series of Notes shall
be due and payable and (ii) in respect of a class of Certificates, the date,
specified as such in the Trust Agreement or the related Certificate Issuance
Order, on which final payment of Certificate Balance on such class of
Certificates shall be due and payable.
Supplemental Principal Allocation: With respect to any Monthly
Distribution Date related to the Wind Down Period or an Early Amortization
Period or the Payment Period for the 2000-A Notes, an amount (not less than
zero) equal to the lesser of
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(a) the excess, if any, of
(i) the product of
(A) the percentage equivalent of a fraction
(which shall never exceed 100%), the
numerator of which is the Daily Trust
Balance and the denominator of which is the
principal balance of all Receivables
(including Receivables included in the
Retained Property) in the Accounts included
in the Pool of Accounts, in each case, as of
the termination of the Ordinary Revolving
Period, and
(B) the aggregate amount of Principal
Collections on all Receivables (including
Receivables included in the Retained
Property) in the Accounts included in the
Pool of Accounts for each day during the
related Collection Period over
(ii) the aggregate amount of Trust Principal
Collections for each day during the related
Collection Period (provided, that no amount shall be
included pursuant to clause (i)(B) or (ii) for any
day in such Collection Period that occurred during
the Ordinary Revolving Period) and
(b) an amount equal to:
(i) the Daily Trust Balance as of the termination of
the Ordinary Revolving Period, plus
(ii) the Cash Collateral Amount on the last day of
the Ordinary Revolving Period, minus
(iii) the Available Trust Principal for each Monthly
Distribution Date from and after the final Monthly
Distribution Date for the Revolving Period through
but excluding such current Monthly Distribution Date,
minus
(iv) the amount added to unreimbursed Trust
Charge-Offs on each Monthly Distribution Date from
and after the final Monthly Distribution Date for the
Revolving Period through and including such current
Monthly Distribution Date, minus
(v) Available Trust Principal for such current
Monthly Distribution Date (assuming the Supplemental
Principal Allocation for such Monthly Distribution
Date was zero).
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For purposes of this definition, "Ordinary Revolving Period"
means the period ending on the Business Day preceding the
commencement of the Wind Down Period or the Early Amortization
Period for the Trust or the Payment Period for the 2000-A term
notes.
SWIFT VI Reserve Funds: The Reserve Fund, the Cash
Accumulation Reserve Funds, and any other fund designated as a SWIFT VI Reserve
Fund in an Officer's Issuance Certificate or a Certificate Issuance Order.
Targeted Final Payment Date: With respect to any series of
Notes, the date, if any, specified as such in the related Officer's Issuance
Certificate, on which all principal is scheduled to be paid as principal on such
series of Notes, to the extent not previously paid.
Temporary Notes: The Notes specified in Section 2.3 of the
Indenture.
Term Note: Any asset-backed term note executed by the Issuer
by any of its Authorized Officers and authenticated by the Indenture Trustee in
the form attached to the Officer's Issuance Certificate applicable to such
series of term notes.
Term Note Distribution Account: The account designated as
such, established and maintained pursuant to Section 6.1(a)(ii) of the Trust
Sale and Servicing Agreement.
Term Note Distribution Subaccount: With respect to any series
of Notes, a subaccount of the Term Note Distribution Account which is used as
specified in the Officer's Issuance Certificate for such series of Notes.
Term Note Distribution Subaccount Earnings: With respect to
any series of Notes, any Investment Proceeds in respect of funds in the Term
Note Distribution Subaccount for such series.
Term Noteholder: Any Holder of a Term Note.
Treasury Regulations: The regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.
Trust: Superior Wholesale Inventory Financing Trust VI, a
Delaware business trust created pursuant to the Trust Agreement.
Trust Agreement: The Trust Agreement, dated as of the Initial
Closing Date, between the Seller and the Owner Trustee, as amended and
supplemented from time to time, including all Certificate Issuance Orders.
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Trust Charge-Offs: With respect to any Monthly Distribution
Date, the amount of the Trust Defaulted Amount for such Monthly Distribution
Date that is not covered through the application of Trust Interest Collections
and funds in the Reserve Fund or otherwise. As of any date, unreimbursed Trust
Charge-Offs shall equal the aggregate Trust Charge-Offs for all prior Monthly
Distribution Dates unless and to the extent such amounts are treated as
Additional Trust Principal pursuant to Section 4.5(c) of the Trust Sale and
Servicing Agreement; provided, however, that any Trust Charge-Offs allocated to
any Notes as described in Section 4.5(g) of the Trust Sale and Servicing
Agreement at the time of the final principal payment on such Notes shall reduce
unreimbursed Trust Charge-Offs.
Trust Defaulted Amount: With respect to any Monthly
Distribution Date, an amount (not less than zero) equal to the principal amount
of all Defaulted Receivables.
Trust Equilibrium: Is achieved when the Daily Trust Balance
equals the Daily Trust Invested Amount.
Trust Estate: All money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of the Indenture for the benefit of the Noteholders and (only to the
extent expressly provided in the Indenture) the Certificateholders (including,
without limitation, the Collateral described in the Granting Clause of the
Indenture), including the proceeds thereof, the Reserve Fund and the Reserve
Fund Property pledged to the Indenture Trustee pursuant to the Trust Sale and
Servicing Agreement and any other property and interests that are pledged to the
Indenture Trustee for the benefit of Securityholders pursuant to a supplement to
the Trust Sale and Servicing Agreement or otherwise.
Trust Indenture Act or TIA: The Trust Indenture Act of 1939,
as amended.
Trust Interest Allocation: For any series of Notes, for any
Monthly Distribution Date, an amount equal to the product of (1) Available Trust
Interest less the amounts paid to the Servicer pursuant to clause (1) of Section
4.5(c)(i) of the Trust Sale and Servicing Agreement and (2) the Trust Interest
Allocation Percentage for such series.
Trust Interest Allocation Percentage: With respect to any
series of Notes, for any Monthly Distribution Date, a fraction calculated as set
forth in the following equation:
Trust Interest Allocation Percentage = (UPB of Note Series)
------------------------------------------------------------------------
(UPB of All Term Notes) + (UPB of All Revolving Notes)
where, for purposes of this equation only:
"UPB of Note Series" is
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(1) for a series of Term Notes, the
Unaccumulated Principal Balance for such
series of Term Notes and
(2) for a series of Revolving Notes,
the daily average outstanding principal
balance for such series of Revolving Notes
during the related Collection Period
"UPB of All Term Notes" is the Unaccumulated
Principal Balances of all series of Term Notes then
outstanding; and
"UPB of All Revolving Notes" is the daily average of
the outstanding principal balance of all Revolving
Notes during the related Collection Period.
Trust Interest Collections: With respect to any Monthly
Distribution Date (subject to adjustment as described in Section 4.5(c)(v) of
the Trust Sale and Servicing Agreement), an amount equal to the sum of (a) the
product of (i) the Trust Percentage and (ii) Interest Collections for the
related Collection Period and (b) Recoveries.
Trust Percentage: With respect to any Monthly Distribution
Date, the percentage equivalent of a fraction (which shall never exceed 100%),
(a) the numerator of which is the average Daily Trust Balance during the related
Collection Period and (b) the denominator of which is the average daily
aggregate principal balance of all Receivables (including Receivables included
in the Retained Property) in the Accounts in the Pool of Accounts during the
related Collection Period.
Trust Principal Collections: With respect to any date, the sum
of (a) the amount of Principal Collections on Receivables held by the Trust and
(b) the principal portion of all Warranty Payments and Administrative Purchase
Payments, if any, on such date.
Trust Receivables Purchases: On any Business Day, the purchase
by the Trust from the Seller of additional Receivables pursuant to Section
2.1(b) of the Trust Sale and Servicing Agreement.
Trust Sale and Servicing Agreement: The Trust Sale and
Servicing Agreement, dated as of the Initial Closing Date, between the Seller,
the Servicer and the Issuer, as amended and supplemented from time to time.
Trust Termination Date: The date specified in Section 7.1 of
the Trust Agreement.
UCC: The Uniform Commercial Code as in effect in the States of
Delaware, Michigan, or New York, and as may be amended from time to time.
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Unaccumulated Principal Balance: With respect to any series of
Term Notes as of a Monthly Distribution Date,
(1) the daily average of the outstanding principal balance of
such Term Notes during the related Collection Period minus
(2) with respect to the 2000-A Term Notes, the daily average
during the related Collection Period of the sum of
(x) the amount of funds on deposit in the relevant
Cash Accumulation Account, and
(y) the amount of funds on deposit in the relevant
Term Note Distribution Account in respect of the
outstanding principal balance of Term Notes.
Uncertificated Security: As of any date, has the meaning given
to such term under the applicable UCC as in effect on such date.
Undertaking Letter: Any letter referred to in Sections 3.4 and
9.12 of the Trust Agreement or Section 2.15 of the Indenture.
Unregistered Note: Any Note that has not been registered under
the Securities Act and is subject to the provisions of Section 2.15 of the
Indenture.
Unsatisfied Deficiency Amount: The amounts determined to be
Unsatisfied Deficiency Amounts in Section 4.5(c)(ii) of the Trust Sale and
Servicing Agreement.
Used Vehicles: Under GMAC's current practices and policies,
Auction Vehicles and Vehicles which have been previously titled; provided,
however, that vehicles that are titled solely for purposes of state laws
requiring demonstration vehicles to be titled shall not be considered Used
Vehicles.
USD One-Month LIBOR: With respect to each Monthly Distribution
Date, the rate for deposits in U.S. Dollars for a period of one month which
appears on the Bridge Information Systems Telerate Service Page 3750 as of 11:00
a.m., London time, for the 2000-A Term Notes and the 2000-A Certificates, on the
day that is two LIBOR Business Days prior to the Monthly Distribution Date (or,
in the case of the Initial Monthly Distribution Date, two LIBOR Business Days
prior to the Initial Closing Date) immediately preceding such Monthly
Distribution Date.
If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or
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comparable rates as may be selected by the Indenture Trustee after consultation
with the Seller), the rate will be the One Month Reference Bank Rate. The "One
Month Reference Bank Rate" will be determined on the basis of the rates at which
deposits in U.S. dollars are offered by the reference banks (which will four
major banks that are engaged in transactions in the London interbank market,
selected by the Indenture Trustee after consultation with the seller) as of
11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the
immediately preceding Monthly Distribution Date to prime banks in the London
interbank market for a period of one month commencing on such preceding Monthly
Distribution Date in amounts approximately equal to the principal balance of the
2000-A Term Notes or the Certificate Balance of the 2000-A Certificates then
outstanding, as applicable. The Indenture Trustee will request the principal
London office of each of the reference banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate will be the arithmetic
mean of the quotations, rounded upwards to the nearest one-sixteenth of one
percent. If on any such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean, rounded upwards to the nearest
one-sixteenth of one percent, of the rates quoted by one or more major banks in
New York, selected by the Indenture Trustee after consultation with the Seller,
as of 11:00 a.m., New York time, on such date to leading European banks for U.S.
dollar deposits for a period of one month commencing on such applicable date in
amounts approximately equal to the then outstanding principal balance of the
2000-A Term Notes or the Certificate Balance of the 2000-A Certificates then
outstanding, as applicable . If no such quotation can be obtained, the rate will
be One-Month LIBOR for the prior Monthly Distribution Date.
USD Three-Month LIBOR: With respect to each Monthly
Distribution Date, the rate for deposits in U.S. Dollars for a period of three
months which appears on the Bridge Information Systems Telerate Service Page
3750 as of 11:00 a.m., London time, for the 2000-A Term Notes and the 2000-A
Certificates, on the day that is two LIBOR Business Days prior to the Quarterly
Distribution Date (or, in the case of the Initial Quarterly Distribution Date,
two LIBOR Business Days prior to the Initial Closing Date) immediately preceding
such Quarterly Distribution Date.
If such rate does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be selected by the
Indenture Trustee after consultation with the Seller), the rate will be the
Three Month Reference Bank Rate. The "Three Month Reference Bank Rate" will be
determined on the basis of the rates at which deposits in U.S. dollars are
offered by the reference banks (which will be four major banks that are engaged
in transactions in the London interbank market, selected by the Indenture
Trustee after consultation with the seller) as of 11:00 a.m., London time, on
the day that is two LIBOR Business Days prior to the immediately preceding
Quarterly Distribution Date to prime banks in the London interbank market for a
period of three months commencing on such preceding Quarterly Distribution Date
in amounts approximately equal to the principal balance of the 2000-A Term Notes
or the Certificate Balance of the 2000-A Certificates then outstanding, as
applicable. The Indenture Trustee will request the principal London office of
each of the reference banks to provide a quotation of its rate. If at
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least two such quotations are provided, the rate will be the arithmetic mean of
the quotations, rounded upwards to the nearest one-sixteenth of one percent. If
on any such date fewer than two quotations are provided as requested, the rate
will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one
percent, of the rates quoted by one or more major banks in New York, selected by
the Indenture Trustee after consultation with the seller, as of 11:00 a.m., New
York time, on such date to leading European banks for U.S. dollar deposits for a
period of three months commencing on such applicable date in amounts
approximately equal to the then outstanding principal balance of the 2000-A Term
Notes or the Certificate Balance of the 2000-A Certificates then outstanding ,
as applicable. If no such quotation can be obtained, the rate will be
Three-Month LIBOR for the prior Quarterly Distribution Date.
Vehicle: An automobile or light truck.
Vehicle Collateral Security: With respect to an Account and
the Receivables arising under such Account, the security interest in the
Vehicles of the related Dealer granted to secure the obligations of such Dealer
in connection therewith and any proceeds therefrom.
Voting Interests: As of any date, the aggregate outstanding
Certificate Balance of all Certificates; provided, however, that if GMAC and its
affiliates own less than 100% of the Certificates, Certificates owned by GMAC,
the Trust or any Affiliate of GMAC or the Trust (other than the Seller) shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Owner Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Certificates
that the Owner Trustee knows to be so owned shall be so disregarded.
Certificates so owned that have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Owner Trustee
the pledgor's right so to act with respect to such Certificates and that the
pledgee is not GMAC or the Trust or any Affiliate of GMAC or the Trust (other
than the Seller).
WARCO: Wholesale Auto Receivables Corporation, a Delaware
corporation and a wholly-owned subsidiary of GMAC.
Warranty Payment: The payment described in Section 2.5(a) of
the Trust Sale and Servicing Agreement.
Warranty Receivable: A Receivable subject to repurchase as and
to the extent described in Section 2.5(a) of the Trust Sale and Servicing
Agreement.
Wind Down Period: The period commencing on the day immediately
after the Scheduled Revolving Period Termination Date and continuing until the
earlier of (a) the commencement of an Early Amortization Period and (b) the date
on which all of the Securities have been paid in full. The first Monthly
Distribution Date for the Wind Down Period shall be the earlier of the Monthly
Distribution Date in April 2005 and the Monthly Distribution Date related to the
first Collection Period included in the Wind Down Period.
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PART II - RULES OF CONSTRUCTION
(A) Accounting Terms. As used in this Appendix or the Basic Documents,
accounting terms which are not defined, and accounting terms partly
defined, herein or therein shall have the respective meanings given to
them under generally accepted accounting principles. To the extent that
the definitions of accounting terms in this Appendix or the Basic
Documents are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in
this Appendix or the Basic Documents will control.
(B) "Hereof," etc. The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Appendix or any Basic Document will
refer to this Appendix or such Basic Document as a whole and not to any
particular provision of this Appendix or such Basic Document; and
Section, Schedule and Exhibit references contained in this Appendix or
any Basic Document are references to Sections, Schedules and Exhibits
in or to this Appendix or such Basic Document unless otherwise
specified. The word "or" is not exclusive.
(C) Including. Whenever the term "including" (whether or not that term is
followed by the phrase "but not limited to" or "without limitation" or
words of similar effect) is used in this Appendix or the Basic
Documents in connection with a listing of items within a particular
classification, that listing will be interpreted to be illustrative
only and will not be interpreted as a limitation on, or exclusive
listing of, the items within that classification.
(D) Number and Gender. Each defined term used in this Appendix or the Basic
Documents has a comparable meaning when used in its plural or singular
form. Each gender-specific term used in this Appendix or the Basic
Documents has a comparable meaning whether used in a masculine,
feminine or gender-neutral form.
(E) Reference to Monthly Distribution Dates. With respect to any Monthly
Distribution Date, the "related Collection Period," and the "related
Record Date," will mean the Collection Period and Record Date,
respectively, immediately preceding such Monthly Distribution Date, and
the relationships among Collection Periods and Record Dates will be
correlative to the foregoing relationships.
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APPENDIX B
NOTICE ADDRESSES AND PROCEDURES
All requests, demands, directions, consents, waivers, notices,
authorizations and communications provided or permitted under any Basic Document
to be made upon, given or furnished to or filed with the Seller, the Servicer,
the Administrator, the Indenture Trustee, the Issuer, the Owner Trustee, the
Custodian or the Rating Agencies shall be in writing, personally delivered, sent
by facsimile with a copy to follow via first class mail or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt:
(A) in the case of the Seller, at the following address:
Wholesale Auto Receivables Corporation
Corporation Trust Center
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
with a copy to:
Wholesale Auto Receivables Corporation
Attention: Vice President
0000 Xxxx Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
(B) in the case of the Servicer, the Administrator or the
Custodian, at the following address:
General Motors Acceptance Corporation
Attention: Vice President
0000 Xxxx Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
(C) in the case of the Indenture Trustee, at its
Corporate Trust Office,
(D) in the case of the Issuer or the Owner Trustee, to
the Owner Trustee at its Corporate Trust Office,
with a copy to:
Wholesale Auto Receivables Corporation
Attention: Vice President
0000 Xxxx Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
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The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee and the Indenture Trustee shall
likewise promptly transmit any notice received by it from the
Noteholders to the Issuer.
(E) in the case of Xxxxx'x Investors Service, Inc., to:
Xxxxx'x Investors Service, Inc.
ABS Monitoring Department
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(F) in the case of Standard & Poor's Ratings Services,
to:
Standard & Poor's Ratings Services
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
(G) in the case of Fitch, Inc., to:
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset Backed Surveillance
or at such other address as shall be designated by such Person in a written
notice to the other parties to this Agreement.
Where any Basic Document provides for notice to Noteholders or
Certificateholders of any condition or event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if it is in writing and
mailed, first-class, postage prepaid to each Noteholder or Certificateholder
affected by such condition or event, at such Person's address as it appears on
the Note Register or Certificate Register, as applicable, not later than the
latest date, and not earlier than the earliest date, prescribed in such Basic
Document for the giving of such notice. If notice to Noteholders or
Certificateholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular Noteholders or
Certificateholders shall affect the sufficiency of such notice with respect to
other Noteholders or Certificateholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have been duly given
regardless of whether such notice is in fact actually received.
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