EXHIBIT 4B
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Execution Copy
SERIES 2002-CC SUPPLEMENT
Among
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC, as Seller
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, as Servicer
and
THE BANK OF NEW YORK, as Trustee
Dated as of June 1, 2002
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TABLE OF CONTENTS
Page
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ARTICLE I
Creation of the Series 2002-CC Certificates
SECTION 1.01. Designation ................................................. 1
ARTICLE II
Definitions
SECTION 2.01. Definitions ................................................. 2
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation ...................................... 8
ARTICLE IV
Rights of Series 2002-CC Certificateholders and Allocation and
Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal Collections
and Unallocated Principal Collections ....................... 9
SECTION 4.02. Establishment of Excess Funding Account ..................... 9
SECTION 4.03. Application of Available Interest Amounts and Available
Principal Amounts ........................................... 10
SECTION 4.04. Excess Principal Collections ................................ 11
SECTION 4.05. Excess Funding Account ...................................... 11
ARTICLE V
Reports to Series 2002-CC Certificateholders
SECTION 5.01. Distributions ............................................... 13
SECTION 5.02. Reports and Statements to Series 2002-CC Certificateholders . 13
ARTICLE VI
No Additional Early Amortization Events
ARTICLE VII
[Reserved]
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to Section 2.03
of the Agreement; Distributions Pursuant to Section 7.01 of
this Series Supplement or Section 2.03 or 12.02(c) of the
Agreement ................................................... 14
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement 14
SECTION 8.03. Sale of Receivables Pursuant to an Indenture Supplement ..... 15
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Certain Permitted Actions, Amendments to the Agreement;
Additional Covenants; ....................................... 15
SECTION 9.02. Ratification of Agreement ................................... 18
SECTION 9.03. Counterparts ................................................ 18
SECTION 9.04. Dealer Concentrations ....................................... 18
SECTION 9.05. The Certificates; Restrictions on Transfer .................. 18
SECTION 9.06. GOVERNING LAW ............................................... 18
EXHIBIT A Form of Series 2002-CC Certificate............................. A-1
EXHIBIT B Form of Distribution Date Statement............................ B-1
SCHEDULE 1 Location of Excess Funding Account
ii
SERIES 2002-CC SUPPLEMENT dated as of June 1, 2002 (this "Series
Supplement"), among DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC, a Delaware
limited liability company, as Seller, DAIMLERCHRYSLER SERVICES NORTH
AMERICA LLC, a Michigan limited liability company, as Servicer, and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee.
Pursuant to the Amended and Restated Pooling and Servicing Agreement dated
as of December 5, 2001 (as amended and supplemented, the "Agreement"), among
DaimlerChrysler Wholesale Receivables LLC, as Seller, DaimlerChrysler Services
North America LLC, as Servicer, and The Bank of New York, as Trustee, the Seller
has created the CARCO Auto Loan Master Trust (the "Trust"). Section 6.03 of the
Agreement provides that the Seller may from time to time direct the Trustee to
issue, on behalf of the Trust, one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust. The Principal Terms of
any new Series are to be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 2002-CC Certificates
SECTION 1.01. Designation.
(a) There is hereby created a Series of Investor Certificates to be issued
pursuant to the Agreement and this Series Supplement to be known as the "Auto
Loan Asset Backed Certificates, Series 2002-CC". This Series Supplement is the
Series 2002-CC Supplement referred to in (i) the DCMOT Trust Agreement and (ii)
the Indenture.
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
(c) Notwithstanding anything to the contrary in the Agreement, clause (c)
of the definition "Tax Opinion" shall not apply with respect to the Series
2002-CC Certificates and any provision of the Agreement (including, for the
avoidance of doubt, clause (a) of the definition "Tax Opinion") that requires a
Series of Investor Certificates to be treated as debt for tax purposes shall not
apply to the Series 2002-CC Certificates. The Seller intends, and the Holders of
the Series 2002-CC Certificates agree by accepting the Series 2002-A
Certificates, that the Series 2002-CC Certificates represent an equity interest
in the assets of the Trust for tax purposes.
(d) Notwithstanding the definition "Required Participation Amount" in the
Agreement, the calculation of the Required Participation Amount as it relates to
Series 2002-CC shall be made as follows: an amount equal to the sum of (i) the
sum of the amounts for each series of Notes obtained by multiplying the Required
Participation Percentage for Series 2002-CC by the nominal liquidation amount of
such series of Notes and (ii) the sum of the overcollateralization amounts for
each series of Notes on the preceding Distribution Date after giving effect to
the allocations, deposits and payments made on such Distribution Date.
(e) The Series 2002-CC Certificates need not be rated.
ARTICLE II
Definitions
SECTION 2.01. Definitions.
(a) Whenever used in this Series Supplement the following words and
phrases shall have the following meanings.
"Adjusted Invested Amount" shall mean, with respect to Series
2002-CC for any Collection Period and for purposes of the definition
"Series Adjusted Invested Amount" in the Agreement, the sum of (i) the
Invested Amount for such Collection Period and (ii) the sum of the amounts
(other than investment earnings) on deposit in the principal funding
account for each outstanding series of Notes and the principal amounts
paid to holders of each outstanding series of Notes (exclusive of
principal paid from the Excess Funding Amount).
"Allocable Defaulted Amount" shall mean, with respect to any
Collection Period, the product of (a) the Series 2002-CC Allocation
Percentage with respect to such Collection Period and (b) the Defaulted
Amount with respect to such Collection Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 2002-CC Allocation
Percentage for the related Collection Period and (b) Miscellaneous
Payments for such Collection Period.
"Allocable Non-Principal Collections" shall mean, with respect to
any Deposit Date, the product of (a) the Series 2002-CC Allocation
Percentage for the related Collection Period and (b) the aggregate amount
of Collections of Non-Principal Receivables relating to such Deposit Date.
"Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 2002-CC Allocation Percentage
for the related Collection Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to such Deposit
Date.
"Automatic Additional Accounts" shall have the meaning specified in
Section 9.01(d).
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"Available Interest Amounts" shall mean, with respect to any
Distribution Date or the related Collection Period, the sum of (i) an
amount equal to the product of (a) the Floating Allocation Percentage for
such Collection Period and (b) the Allocable Non-Principal Collections
deposited in the Collection Account for such Collection Period and (ii)
the Investment Proceeds for such Collection Period.
"Available Principal Amounts" shall mean, with respect to any
Distribution Date or the related Collection Period, the sum of (a) the
product of the Principal Allocation Percentage for such Collection Period
and the Allocable Principal Collections deposited in the Collection
Account for such Collection Period and (b) the Series 2002-CC Excess
Principal Collections on deposit in the Collection Account in respect of
such Distribution Date.
"Certificateholders Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Closing Date" shall mean June 11, 2002.
"DCMOT" shall mean DaimlerChrysler Master Owner Trust, a Delaware
business governed by the DCMOT Trust Agreement.
"DCMOT Trust Agreement" shall mean the Trust Agreement dated as of
June 1, 2002 between the Seller, as depositor, and Chase Manhattan Bank
USA, National Association, as owner trustee, as amended and supplemented
from time to time.
"DCS" shall mean DaimlerChrysler Services North America LLC, a
Michigan limited liability company, and its successors in interest and
permitted assigns.
"Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.01 of the Agreement.
"Early Amortization Period" shall not apply with respect to the
Series 2002-CC Certificates.
"Early Redemption Event" shall mean any early redemption event
specified as such in any Indenture Supplement.
"Excess Funding Account" shall have the meaning specified in Section
4.02(a)(i).
"Excess Available Principal Amounts" shall mean, with respect to any
Distribution Date, the sum of all Shared Excess Available Principal
Amounts for all series of Notes that are not required for payment or
deposit into an account under the Indenture Supplement for any series on
the related payment date.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount
for such Collection Period and the denominator of which is the product of
(a) the Pool Balance as of the last day of the
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immediately preceding Collection Period and (b) the Series 2002-CC
Allocation Percentage for the Collection Period in respect of which the
Floating Allocation Percentage is being calculated; provided, however,
that, with respect to the June 2002 Collection Period, the Floating
Allocation Percentage shall mean the percentage equivalent of a fraction,
the numerator of which is the Invested Amount on the Closing Date and the
denominator of which is the product of (x) the Pool Balance on the Series
Cut-Off Date and (y) the Series 2002-CC Allocation Percentage with respect
to the Series Cut-Off Date.
"Indenture" shall mean the Indenture dated as of June 1, 2002
between DCMOT and The Bank of New York, as Indenture Trustee, as amended
and supplemented from time to time.
"Indenture Supplement" shall mean any supplement to the Indenture
pursuant to which a series of Notes is issued, as amended and supplemented
from time to time.
"Indenture Trustee" shall mean the indenture trustee under the
Indenture.
"Initial Distribution Date" shall mean July 15, 2002.
"Invested Amount" shall mean, with respect to any Collection Period,
an amount equal to the sum of the Series Nominal Liquidation Amounts for
all series of Notes determined on the Determination Date occurring in such
Collection Period (in each case, after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution
Date following the Determination Date during the Collection Period in
which such date occurs).
"Investment Proceeds" shall mean, with respect to any Determination
Date, all interest and other investment earnings accumulated for the
immediately preceding Collection Period (net of losses and investment
expenses) on funds on deposit in the Excess Funding Account, together with
an amount equal to the Series 2002-CC Allocation Percentage of the
interest and other investment earnings (net of losses and investment
expenses) on funds held in the Collection Account credited to the
Collection Account pursuant to Section 4.02 of the Agreement.
"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection
Period.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"Monthly Servicing Fee Rate" shall mean, with respect to Series
2002-CC on a monthly basis, 1/12 of 1% per month, or such lesser
percentage as the Servicer shall
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determine in connection with a waiver by the Servicer of all or any
portion of the Monthly Servicing Fee on any date. The annual servicing fee
rate is 1%.
"Moody's" shall mean Xxxxx'x Investors Service, Inc.
"Notes" shall mean the notes issued from time to time in series
under the Indenture and the Indenture Supplements.
"Principal Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which shall never exceed
100%) of a fraction, (a) the numerator of which is the sum of the Series
Nominal Liquidation Amounts for all series of Notes for such Collection
Period (except that if a series of Notes is no longer in its Revolving
Period (as defined in the applicable Indenture Supplement), its Series
Nominal Liquidation Amount, for the purpose of this calculation, shall be
its Series Nominal Liquidation Amount as of the last day of its most
recently ended Revolving Period) and (b) the denominator of which is the
product of (x) the Pool Balance as of the last day of the Revolving Period
and (y) the Series 2002-CC Allocation Percentage for the Collection Period
in respect of which the Principal Allocation Percentage is being
calculated; provided that with respect to that portion of any Collection
Period that comes after the date on which any Early Redemption Event (in
respect of which the Early Redemption Period is not terminated and the
Revolving Period recommenced) in respect of a series of Notes occurs, the
Principal Allocation Percentage shall reset for such portion of the
Collection Period using the Pool Balance as of the close of business on
the date on which the Early Redemption Event occurs.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to
be made on such Distribution Date, the sum of (a) the Invested Amount on
such Distribution Date and (b) accrued and unpaid interest on the
outstanding dollar principal amount of all of the Notes through the day
preceding such Distribution Date.
"Required Participation Percentage" shall mean, with respect to
Series 2002-CC, 103%; provided, however, that if either (a) the aggregate
amount of Principal Receivables due from either AutoNation, Inc. and its
affiliates or United Auto Group, Inc. and its affiliates at the close of
business on the last day of any Collection Period with respect to which
such determination is being made pursuant to Section 9.04 is greater than
4% of the Pool Balance on such last day or (b) the aggregate amount of
Principal Receivables due from any other Dealer or group of affiliated
Dealers at the close of business on the last day of any Collection Period
with respect to which such determination is being made pursuant to Section
9.04 is greater than 1.5% of the Pool Balance on such last day, the
Required Participation Percentage shall mean, as of such last day and with
respect to such Collection Period and the immediately following Collection
Period only, 104%; provided, further, that the Seller may, upon 10 days'
prior notice to the Trustee and each Rating Agency and upon satisfaction
of the Rating Agency Condition, reduce the Required Participation
Percentage to a percentage which shall not be less than 100%.
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"Revolving Period" shall not apply with respect to the Series
2002-CC Certificates.
"Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's
Percentage of Allocable Principal Collections for the related Collection
Period.
"Seller's Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Receivables
and Defaulted Receivables or (b) the Principal Allocation Percentage, when
used with respect to Principal Receivables.
"Series 2002-CC" shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.
"Series 2002-CC Allocation Percentage" shall mean, with respect to
any Collection Period, the percentage equivalent of a fraction, the
numerator of which is the Adjusted Invested Amount for such Collection
Period and the denominator of which is the Trust Adjusted Invested Amount
for such Collection Period.
"Series 2002-CC Certificateholders" shall mean the Holders of Series
2002-CC Certificates. Initially, the Indenture Trustee, as the pledgee of
DCMOT under the Indenture, shall be the only Holder of Series 2002-CC
Certificates.
"Series 2002-CC Certificateholders' Interest" shall mean the
Certificateholders' Interest with respect to Series 2002-CC.
"Series 2002-CC Certificates" shall mean any one of the certificates
executed by the Seller and authenticated by the Trustee, substantially in
the form of Exhibit A. Initially, there will be only one Series 2002-CC
Certificate, which will be held by the Indenture Trustee as pledgee of
DCMOT under the Indenture.
"Series 2002-CC Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series 2002-CC
pursuant to Section 4.04.
"Series 2002-CC Expected Payment Date" shall be the latest expected
payment date for any series of Notes, as determined from time to time.
"Series 2002-CC Final Payment Date" shall mean the first
Distribution Date on which, after giving effect to all payments to be made
on that Distribution Date, the outstanding principal amount of all series
of Notes will be paid in full.
"Series 2002-CC PFA Earnings Shortfall" means, with respect to each
Distribution Date, the sum of the PFA Earnings Shortfalls for all series
of Notes as calculated under the related Indenture Supplements.
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"Series 0000-XX Xxxxxxxxx Xxxxxxxxx" shall have the meaning
specified in Section 4.04(b).
"Series Cut-Off Date" shall mean June 1, 2002.
"Series Nominal Liquidation Amount" shall have, with respect to any
series of Notes, the meaning assigned in the related Indenture Supplement.
"Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The XxXxxx-Xxxx Companies, Inc.
"Termination Date" shall mean the Trust Termination Date.
"Termination Proceeds" shall mean any Termination Proceeds arising
out of a sale of Receivables (or interests therein) pursuant to Section
9.01.
"Transfer Date" shall have the meaning assigned in the Indenture.
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this Series
Supplement or the Agreement with respect to Series 2002-CC, Moody's and Standard
& Poor's. As used in this Series Supplement and in the Agreement with respect to
Series 2002-CC, "highest investment category" shall mean (i) in the case of
Standard & Poor's, A-l+ or AAA, as applicable, and (ii) in the case of Moody's,
P-1 or Aaa, as applicable. Any notice required to be given to a Rating Agency
pursuant to the Agreement or this Series Supplement shall also be given to Fitch
Ratings ("Fitch"), although Fitch shall not be deemed to be a Rating Agency for
any purposes of the Agreement or this Series Supplement with respect to Series
2002-CC.
(c) All capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in the Agreement. The definitions in Section
2.01 are applicable to the singular as well as to the plural forms of such terms
and to the masculine as well as to the feminine and neuter genders of such
terms.
(d) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" and its variations means "including without
limitation".
(e) Unless otherwise expressly provided herein, a reference to a series of
Notes is a reference only to outstanding series of Notes.
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ARTICLE III.
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly servicing fee (the
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the earlier of the first Distribution Date following the
Termination Date and the first Distribution Date on which the Invested Amount is
zero, in an amount equal to the product of (a) the Monthly Servicing Fee Rate,
(b) the Pool Balance as of the last day of the Collection Period second
preceding such Distribution Date and (c) the Series 2002-CC Allocation
Percentage with respect to the immediately preceding Collection Period. The
share of the Monthly Servicing Fee allocable to the Series 2002-CC
Certificateholders with respect to any Distribution Date (the
"Certificateholders Monthly Servicing Fee") shall be equal to the product of (i)
the Monthly Servicing Fee and (ii) the Floating Allocation Percentage for the
related Collection Period. A portion of the Certificateholders Monthly Servicing
Fee shall be allocated to each series of Notes in accordance with the related
Indenture Supplement, and such portion shall be paid in accordance with such
Indenture Supplement and only to the extent of funds available for such payment
pursuant to such Indenture Supplement. The remainder of the Monthly Servicing
Fee shall be paid by the Seller and in no event shall the Trust, the Trustee or
the Series 2002-CC Certificateholders be liable for the share of the Monthly
Servicing Fee to be paid by the Seller; and the remainder of the Servicing Fee
shall be paid by the Seller and the Investor Certificateholders of other Series
and in no event shall the Series 2002-CC Certificateholders be liable for the
share of the Servicing Fee to be paid by the Seller or the Investor
Certificateholders of other Series.
The Servicer will be permitted, in its sole discretion, to waive all or
any portion of the Monthly Servicing Fee for any Distribution Date by notice to
the Trustee on or before the related Determination Date; provided that the
Servicer believes that sufficient Collections of Non-Principal Receivables will
be available on any future Distribution Date to pay the Certificateholders
Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the
Servicer so waives all or any portion of the Monthly Servicing Fee for any
Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be deemed to be reduced by the
amount so waived for all purposes of this Series Supplement and the Agreement;
provided, however, that such Certificateholders Monthly Servicing Fee shall be
paid on a future Distribution Date solely to the extent amounts are available
therefor pursuant to the applicable Indenture Supplement; provided, further,
that, to the extent any such waived Certificateholders Monthly Servicing Fee is
so paid, the related portion of the Monthly Servicing Fee to be paid by the
Seller shall be paid by the Seller to the Servicer.
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ARTICLE IV
Rights of Series 2002-CC Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections.
(a) Collections of Non-Principal Receivables and Principal Receivables,
Miscellaneous Payments and Defaulted Amounts allocated to Series 2002-CC
pursuant to Article IV of the Agreement shall be allocated and distributed as
set forth in this Article.
(b) Subject to Section 4.01(c), the Servicer shall instruct the Trustee to
withdraw from the Collection Account and pay to the Seller the following amounts
on each Deposit Date:
(i) an amount equal to the Seller's Percentage for the related
Collection Period of Allocable Non-Principal Collections deposited in the
Collection Account for such Deposit Date; and
(ii) an amount equal to the Seller's Percentage for the related
Collection Period of Allocable Principal Collections deposited in the
Collection Account for such Deposit Date, if the Seller's Participation
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the Trust Available
Subordinated Amount for the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date immediately following such
Determination Date).
The withdrawals to be made from the Collection Account pursuant to this
Section 4.01(b) do not apply to deposits into the Collection Account that do not
represent Collections, including Miscellaneous Payments, payment of the purchase
price for the Certificateholders' Interest pursuant to Section 2.03 of the
Agreement, payment of the purchase price for the Series 2002-CC
Certificateholders' Interest pursuant to Section 7.01 of this Series Supplement
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 9.02 or 12.02 of the Agreement.
(c) Notwithstanding Section 4.01(b), on each Transfer Date the Servicer
shall instruct the Trustee to retain the Series 2002-CC PFA Earnings Shortfall
for such Transfer Date from the amounts that would otherwise be distributed to
the Seller and to pay such Series 2002-CC PFA Earnings Shortfall to the
Indenture Trustee for application under the Indenture Supplements.
SECTION 4.02. Establishment of Excess Funding Account.
(a) (i) The Servicer, for the benefit of the Series 2002-CC
Certificateholders, shall establish and maintain in the name of the
Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Excess
Funding Account"), which shall be identified as the "Excess Funding
Account for CARCO Auto Loan Master Trust, Series 2002-CC" and shall bear a
designation clearly indicating that the funds deposited therein are held
for the
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benefit of the Series 2002-CC Certificateholders. No deposit will be made
to the Excess Funding Account on the Closing Date.
(i) At the direction of the Servicer, funds on deposit in the Excess
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by
the Trustee for the benefit of the Series 2002-CC Certificateholders. On
each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Excess Funding
Account shall be included in Investment Proceeds. Funds deposited in the
Excess Funding Account on any Distribution Date shall be invested at the
direction of the Servicer in Eligible Investments that will mature so that
such funds will be available on or before the following Distribution Date
or a later date if the Rating Agencies confirm to the Trustee that such
later date will not cause a Ratings Effect.
(b) (i) The Trustee shall possess all right, title and interest in and to
all funds on deposit from time to time in, and all Eligible Investments
and other financial assets credited to, the Excess Funding Account and in
all proceeds thereof. The Excess Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 2002-CC
Certificateholders. If, at any time, the Excess Funding Account ceases to
be an Eligible Deposit Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new Excess Funding Account meeting the conditions specified in
paragraph (a)(i) above as an Eligible Deposit Account and shall transfer
any cash and/or any investments to such new Excess Funding Account.
Neither the Seller, the Servicer nor any person or entity claiming by,
through or under the Seller, the Servicer or any such person or entity
shall have any right, title or interest in, or any right to withdraw any
amount from, the Excess Funding Account, except as expressly provided
herein. Schedule 1, which is hereby incorporated into and made part of
this Series Supplement, identifies the Excess Funding Account by setting
forth the account number of such account, the account designation of each
such account and the name of the institution with which such account has
been established. If a substitute Excess Funding Account is established
pursuant to this Section, the Servicer shall provide to the Trustee an
amended Schedule 1, setting forth the relevant information for such
substitute Excess Funding Account.
(ii) Pursuant to the authority granted to the Servicer in Section
3.01(a) of the Agreement, the Servicer shall have the power, revocable by
the Trustee, to make withdrawals and payments or to instruct the Trustee
to make withdrawals and payments from the Excess Funding Account for the
purposes of carrying out the Servicer's or Trustee's duties hereunder.
SECTION 4.03. Application of Available Interest Amounts and Available
Principal Amounts. The Servicer shall cause the Trustee to distribute, on each
Distribution Date, commencing with the Initial Distribution Date, Available
Interest Amounts and Available Principal Amounts to the Series 2002-CC
Certificateholders. So long as the Indenture Trustee is a Series 2002-C
Certificateholder, the Indenture Trustee shall apply such distributions made to
it under the Indenture and the Indenture Supplements.
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SECTION 4.04. Excess Principal Collections.
(a) On each Distribution Date, the Indenture Trustee is required, to the
extent provided in the Indenture Supplements, to pay to the Trustee the Excess
Available Principal Amounts, if any, in respect of such Distribution Date. On
each Distribution Date, commencing with the Initial Distribution Date, the
Excess Available Principal Amounts, if any, for the related Collection Period
received by the Trustee from the Indenture Trustee shall be:
(i) first deposited to the Excess Funding Account to the extent, if
any, that the sum of (A) the Invested Amount, (B) the aggregate amount on
deposit in the principal funding accounts (other than any net investment
earnings) for all series of Notes and (C) the amount on deposit in the
Excess Funding Account (other than any Investment Proceeds) prior to the
allocation on such Distribution Date is less than the sum of (x) the
aggregate outstanding dollar principal amount of all of the series of
Notes and (y) the sum of the overcollateralization amounts for all series
of Notes; and
(ii) second any remainder treated as Excess Principal Collections
and applied in accordance with Section 4.04 of the Agreement.
Amounts (other than investment earnings) being deposited to the Excess
Funding Account pursuant to Section 4.04(a)(i) shall be allocated among each
series of Notes (other than any series of Notes that is not in its revolving
period) pro rata on the basis of its Series Nominal Liquidation Amount.
(b) The "Series 0000-XX Xxxxxxxxx Xxxxxxxxx", with respect to a
Distribution Date, shall equal the amount, if any, by which (i) the sum of all
payments of principal, deposits of principal and other applications of Available
Principal Amounts (other than as Excess Available Principal Amounts) required to
be made under the Indenture Supplements for all series of Notes exceeds (ii) the
related Available Principal Amounts (excluding any portion thereof consisting of
Excess Principal Collections). "Series 2002-CC Excess Principal Collections,"
with respect to any Distribution Date, shall mean an amount equal to the Series
2002-CC Principal Shortfall for such Distribution Date; provided, however, that,
if the aggregate amount of Excess Principal Collections for all Series for such
Distribution Date is less than the aggregate amount of Principal Shortfalls for
all Series entitled to share Excess Principal Collections for such Distribution
Date, then Series 2002-CC Excess Principal Collections for such Distribution
Date shall equal the product of (x) Excess Principal Collections for all Series
for such Distribution Date and (y) a fraction, the numerator of which is the
Series 2002-CC Principal Shortfall for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all
Series entitled to share Excess Principal Collections for such Distribution
Date.
SECTION 4.05. Excess Funding Account.
(a) On the Distribution Date next following the end of the revolving
period for a series of Notes, any funds (other than investment earnings) on
deposit in the Excess Funding Account that are allocable to such series of Notes
shall be distributed to the Indenture Trustee for application under the
Indenture Supplement for such series of Notes.
11
(b) On each Determination Date, the Seller shall determine whether the sum
of the Invested Amount, the amount on deposit in the Excess Funding Account
(other than any Investment Proceeds) and the amount on deposit in the principal
funding accounts for all series of Notes (other than any investment earnings) is
greater than the aggregate outstanding dollar principal amount of all series of
Notes plus the aggregate overcollateralization amount for all series of Notes.
If on any such Determination Date such sum is greater than the aggregate
outstanding principal dollar Amount of all series of Notes plus the aggregate
overcollateralization amount for all series of Notes and thus there are
sufficient Principal Receivables in the Trust to permit an increase in the
Invested Amount without causing an Early Redemption Event to occur with respect
to any outstanding series of Notes, the Seller shall notify the Trustee of the
amount of the increase in the Invested Amount. Subject to the provisions set
forth below in this Section 4.05(b) and to Sections 4.05(c) and (d), upon
receipt of such notice the Invested Amount shall be increased by the amount
specified, and the Servicer shall instruct the Trustee to withdraw from the
Excess Funding Account and pay to the Seller or allocate to one or more other
Series, on the immediately succeeding Distribution Date, an amount equal to the
amount of such increase in the Invested Amount. Such payment shall be in payment
or partial payment pursuant to the Receivables Purchase Agreement for additional
Principal Receivables transferred to the Trust or allocated to Series 2002-CC.
To the extent that the Invested Amount is increased by any payment to the Seller
or any allocation to one or more other Series, the Seller's Interest or such
other Series invested amount, as applicable, shall be reduced by the amount of
such payment. Such increase in the Invested Amount shall be allocated among each
series of Notes (other than any series of Notes that is not in its revolving
period) pro rata on the basis of the Series Nominal Liquidation Amounts of such
series of Notes. In addition, any increase in the Invested Amount is subject to
the condition that after giving effect to such increase (i) the Pool Balance
equals or exceeds (ii) the sum of (A) the Required Participation Amount and (B)
the sum of any subordinated amounts supporting any Enhancement for all other
Series. In connection with the foregoing, the Seller shall endeavor (taking into
account any seasonality experienced in the Accounts in the Trust) to minimize
the amounts on deposit, from time to time, in the Excess Funding Account.
(c) In the event that other Series issued by the Trust provide for excess
funding accounts or other arrangements similar to the Excess Funding Account
involving fluctuating levels of investments in Principal Receivables, (i) the
allocation of additional Principal Receivables to increase the Invested Amount
and the invested amounts of such other Series (and the related withdrawals from
the Excess Funding Account and the other excess funding or similar accounts)
will be based on the proportion that the amount on deposit in the Excess Funding
Account bears to amounts on deposit in the excess funding accounts of all Series
providing for excess funding accounts or such similar arrangements or to amounts
otherwise similarly available and (ii) the deposit of amounts into the Excess
Funding Account and the excess funding accounts of such other Series will be pro
rata based on the proportion that the Adjusted Invested Amount bears to the
adjusted invested amounts of all Series providing for excess funding accounts or
such similar arrangements.
(d) In the event that any other Series is in an amortization, early
amortization or accumulation period, the amounts of any withdrawals from the
Excess Funding Account shall be applied first to satisfy in full any then
applicable funding or payment requirements of such Series and second to make a
payment to the Seller. In the event that more than one other Series is in an
12
amortization, early amortization or accumulation period, the amounts of any
withdrawals from the Excess Funding Account shall be allocated (and, if
necessary, reallocated) among such Series as specified in the related Series
Supplement to meet the funding or payment requirements of each such Series first
to satisfy in full all then applicable funding or payment requirements of each
such Series and second to make a payment to the Seller.
ARTICLE V
Reports to Series 2002-CC Certificateholders
SECTION 5.01. Distributions. Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to Series 2002-CC
Certificateholders hereunder shall be made by check mailed to each Series
2002-CC Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 2002-CC
Certificate or the making of any notation thereon; provided, however, that, with
respect to Series 2002-CC Certificates registered in the name of the Indenture
Trustee, such distributions shall be made to the Indenture Trustee in
immediately available funds.
SECTION 5.02. Reports and Statements to Series 2002-CC Certificateholders.
(a) At least two Business Days prior to each Distribution Date, commencing
with the Initial Distribution Date, the Servicer will provide to the Trustee,
and on each such Distribution Date, the Servicer will make available via the
Internet, a statement substantially in the form of Exhibit B prepared by the
Servicer setting forth certain information relating to the Trust and the Series
2002-CC Certificates.
(b) A copy of each statement provided pursuant to paragraph (a) will be
made available for inspection at the Corporate Trust Office.
ARTICLE VI
No Additional Early Amortization Events
(a) No Additional Early Amortization Events. There shall be no additional
Early Amortization Events with respect to Series 2002-CC.
The Trustee agrees that, upon gaining knowledge of the occurrence of any
event described in Section 9.01 of the Agreement, it shall (a) promptly provide
notice to the Rating Agencies of the occurrence of such event and (b) notify the
Series 2002-CC Certificateholders of the occurrence of such event within 45 days
of the expiration of the applicable grace period, if any.
13
ARTICLE VII
[Reserved]
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to Section
2.03 of the Agreement; Distributions Pursuant to Section 7.01 of this Series
Supplement or Section 2.03 or 12.02(c) of the Agreement.
(a) The amount to be paid by the Seller to the Collection Account with
respect to Series 2002-CC in connection with a purchase of the Series 2002-CC
Certificateholders' Interest pursuant to Section 2.03 of the Agreement shall
equal the Reassignment Amount for the Distribution Date on which such repurchase
occurs.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 2.03 of the Agreement, the Trustee shall, not later
than 12:00 noon, New York City time, on the Distribution Date on which such
amounts are deposited (or, if such date is not a Distribution Date, on the
immediately following Distribution Date) distribute the following amounts to the
Indenture Trustee for application under the Indenture Supplements: (x) the
Invested Amount and the amount on deposit in the Excess Funding Account and (y)
the amount of accrued and unpaid interest on the unpaid balance of the Notes of
all series.
(c) With respect to any Termination Proceeds deposited into the Collection
Account pursuant to Section 12.02(c) of the Agreement, the Trustee shall, not
later than 12:00 noon, New York City time, on the Distribution Date on which
such amounts are deposited (or, if such date is not a Distribution Date, on the
immediately following Distribution Date) pay such Termination Proceeds to the
Indenture Trustee for application under the Indenture Supplements.
(d) [Reserved].
(e) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount distributed pursuant to 8.01 and all other
amounts distributed to the Series 2002-CC Certificateholders on such date shall
be deemed to be a final distribution pursuant to Section 12.02 of the Agreement
with respect to the Series 2002-CC Certificates.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall first (in each case, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date) deduct an amount equal to the
Invested Amount on such Distribution Date from the portion of the Insolvency
Proceeds allocated to Allocable Principal Collections and pay such amount to the
14
Indenture Trustee for application under the Indenture Supplements; provided that
the amount of such deposit shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Allocable Principal Collections and (y) the
Floating Allocation Percentage with respect to the related Collection Period.
The remainder of the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections shall be allocated to the Seller's Interest and shall be
released to the Seller on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall pay to the Indenture Trustee for application under the
Indenture Supplements the portion of the Insolvency Proceeds allocated to
Allocable Non-Principal Collections; provided that the amount of such payment
shall not exceed (x) the product of (A) the portion of the Insolvency Proceeds
allocated to Allocable Non-Principal Collections and (B) the Floating Allocation
Percentage. The remainder of the portion of the Insolvency Proceeds allocated to
Allocable Non-Principal Collections shall be allocated to the Seller's Interest
and shall be released to the Seller on such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
in the Agreement, the entire amount distributed pursuant to this Section and all
other amounts distributed in full to the Series 2002-CC Certificateholders on
the Distribution Date and any distribution made pursuant to this Section shall
be deemed to be a final distribution pursuant to Section 12.02 of the Agreement
with respect to Series 2002-CC.
SECTION 8.03. Sale of Receivables Pursuant to an Indenture Supplement. If
the Indenture Trustee, acting pursuant to a provision of an Indenture
Supplement, directs the Trustee to sell an amount of Receivables, then the
Trustee shall sell or cause to be sold such amount of Receivables and pay the
proceeds of such sale to the Indenture Trustee for application under such
Indenture Supplement.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Certain Permitted Actions, Amendments to the Agreement;
Additional Covenants;
(a) Notwithstanding anything to the contrary in the Agreement, funds on
deposit in the Collection Account may be invested in any Eligible Investments
(as that term is defined in this Series Supplement) that will mature so that
funds collected in respect of the Receivables in a Collection Period will be
available on or before the following Distribution Date.
(b) Notwithstanding anything to the contrary in the Agreement, including
Section 2.07(c) thereof, the Seller shall not be required to make any deposit to
the Collection Account in respect of the Repurchased Receivables Price of any
receivables repurchased by the Seller from the Trust pursuant to such Section.
(c) Notwithstanding anything to the contrary herein or in the Agreement,
but subject to the other limitations described in Section 4.03 of the Agreement,
DCS need not deposit
15
collections with respect to any Collection Period in the Collection Account
until the related Distribution Date.
(d) Unless otherwise agreed to by the Rating Agencies, notwithstanding
anything to the contrary herein or in the Agreement, the Seller may from time to
time, at its discretion, and subject only to the limitations specified in this
paragraph, designate Additional Accounts to be added to the Trust. (Additional
Accounts designated to be added to the Trust in accordance with the provisions
of this Section 9.01(d) are referred to herein as "Automatic Additional
Accounts".) On the Addition Date with respect to any Automatic Additional
Accounts, the Trust shall purchase the Receivables in such Automatic Additional
Accounts (and such Automatic Additional Accounts shall be deemed to be Accounts
for purposes of the Agreement) as of the close of business on the applicable
Additional Cut-Off Date, subject to the satisfaction of the following
conditions:
(i) such Automatic Additional Accounts shall be Eligible Accounts;
(ii) the Seller shall, to the extent required by Section 4.03 of the
Agreement, have deposited in the Collection Account all Collections with
respect to such Automatic Additional Accounts since the Additional Cut-Off
Date;
(iii) no selection procedures believed by the Seller to be adverse
to the interests of the Series 2002-CC Certificateholders were used in
selecting such Automatic Additional Accounts;
(iv) as of each of the Additional Cut-Off Date and the Addition
Date, no Insolvency Event with respect to DCS or the Seller shall have
occurred nor shall the transfer of the Receivables arising in the
Automatic Additional Accounts to the Trust have been made in contemplation
of the occurrence thereof;
(v) the addition of the Receivables arising in the Automatic
Additional Accounts shall not cause an early amortization event or any
event that, after the giving of notice or the lapse of time, would
constitute a early amortization event to occur with respect to any Series
or an early redemption date to occur with respect to any series of Notes;
(vi) on or before each Addition Date with respect to Automatic
Additional Accounts, the Seller shall have delivered to the Trustee and
the Rating Agencies (A) an Opinion of Counsel with respect to the
Receivables in the Automatic Additional Accounts substantially in the form
of Exhibit G-2 to the Agreement and (B) a Tax Opinion with respect to such
addition;
(vii) within ten Business Days of the date on which any such
Receivables are added to the Trust, the Seller shall have delivered to the
Trustee a written assignment and a computer file or a microfiche list
containing a true and complete list of the related Automatic Additional
Accounts specifying for each such Account its account number, the
collection status, the aggregate amount outstanding in such Account and
the aggregate amount of Principal Receivables outstanding in such Account;
and
16
(viii) the Seller shall have delivered to the Trustee an Officer's
Certificate of the Seller, dated the Addition Date, to the effect that
conditions (i) through (v) and (vii) above have been satisfied.
The Seller hereby represents and warrants to the Trust as of the related
Addition Date as to the matters relating to it set forth in paragraphs (iii) and
(iv) above and that the file or list described below is, as of the applicable
Additional Cut-Off Date, true and complete in all material respects.
In connection with the designation of Automatic Additional Account to be
added to the Trust, the Seller shall deliver to the Trustee (i) the computer
file or microfiche list required to be delivered pursuant to Section 2.01 of the
Agreement with respect to such Automatic Additional Accounts and (ii) a duly
executed, written Assignment (including an acceptance by the Trustee for the
benefit of the Certificateholders), substantially in the form of Exhibit B to
the Agreement.
Unless each Rating Agency otherwise consents, the number of Automatic
Additional Accounts added to the Trust with respect to any of the three
consecutive Collection Periods beginning in January, April, July and October of
each calendar year shall not exceed 8% of the number of Accounts as of the first
day of the calendar year during which such Collection Periods commence and the
number of Automatic Additional Accounts designated during any such calendar year
shall not exceed 20% of the number of Accounts as of the first day of such
calendar year. On or before the first business day of each Collection Period
beginning in January, April, July and October of each calendar year, the Seller
shall have requested and obtained notification from each Rating Agency of any
limitations to the right of the Seller to designate Eligible Accounts as
Automatic Additional Accounts during any period which includes such Collection
Period. To the extent that Automatic Additional Accounts have been added to the
Trust during the three consecutive Collection Periods ending in the calendar
month prior to such date, on or before January 31, April 30, July 31, October 31
of each calendar year, the Trustee shall have received confirmation from each
Rating Agency that the addition of all Automatic Additional Accounts included as
Accounts during the three consecutive Collection Periods ending in the calendar
month prior to such date shall not have resulted in any applicable Rating Agency
reducing or withdrawing its rating of any outstanding Series or Class of
Certificates. If such Rating Agency confirmation with respect to any Automatic
Additional Accounts is not so received, such Automatic Additional Accounts will
be removed from the Trust.
(e) Each Holder of a Series 2002-CC Certificate, by such Holder's
acceptance thereof, will be deemed to have consented to an amendment to the
Agreement that incorporates the provisions of Sections 9.01(a), 9.01(b), 9.01(c)
and 9.01(d).
(f) Except for the conveyance hereunder to the Trustee and the transfer to
the Indenture Trustee under the Indenture and the Indenture Supplements, the
Seller will not sell, pledge, assign or transfer to any other Person any rights
it might have to funds on deposit in the Excess Funding Account or Investment
Proceeds with respect thereto.
(g) Notwithstanding anything to the contrary in Section 12.02(c) of the
Agreement, the following shall be applicable to the Series 2002-CC Certificates:
17
In the event that the Invested Amount is greater than zero on the
Termination Date (after giving effect to deposits and distributions otherwise to
be made on the Termination Date), the Trustee will sell or cause to be sold on
the Termination Date Receivables (or interests therein) in an amount equal to
110% of the Invested Amount on the Termination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following such Determination Date); provided, however, that in
no event shall such amount exceed the product of the Series 2002-CC Allocation
Percentage (for the Collection Period in which the Termination Date occurs) of
all the Receivables on the Termination Date. The proceeds (the "Termination
Proceeds") from such sale shall be immediately deposited into the Collection
Account for the benefit of the Series 2002-CC Certificateholders.
SECTION 9.02. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.03. Counterparts. This Series Supplement may be executed in two
or more counterparts (and by different parties on separate counterparts) each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
SECTION 9.04. Dealer Concentrations. So long as this Series 2002-CC shall
be outstanding, on the last day of each Collection Period, the Servicer shall,
for purposes of determining the Required Participation Percentage, determine (a)
if the aggregate amount of Principal Receivables due from either AutoNation,
Inc. and its affiliates or United Auto Group, Inc. and its affiliates at the
close of business on such last day is greater than 4% of the Pool Balance on
such last day and (b) if the aggregate amount of Principal Receivables due from
any other Dealer or group of affiliated Dealers at the close of business on such
last day is greater than 1.5% of the Pool Balance on such last day. The Servicer
shall promptly provide the Trustee and the Indenture Trustee a report setting
forth the basis for such determination. The Trustee upon request from any Rating
Agency will make such report available to such Rating Agency.
SECTION 9.05. The Certificates; Restrictions on Transfer. Notwithstanding
anything to the contrary in the Agreement, each of the Series 2002-CC
Certificates may be executed by manual or facsimile signature on behalf of the
Seller by any assistant secretary of the Seller. The Series 2002-CC Certificates
shall constitute a medium for investment and a "security" within the meaning of
Article 8 of the UCC of the State of New York and each other applicable
jurisdiction. Except for the transfer to the Indenture Trustee and any transfer
to the Seller and any of its Affiliates, the Series 2002-CC shall not be
transferred unless the Trustee receives a Tax Opinion (except that clause (a) of
the definition "Tax Opinion" shall not apply to the Series 2002-CC Certificates)
with respect to such transfer.
SECTION 9.06. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
18
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused
this Series Supplement to be duly executed by their respective officers as of
the day and year first above written.
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC,
by CHRYSLER FINANCIAL RECEIVABLES CORPORATION,
a member,
by:
---------------------------------
Name:
Title:
DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC,
as Servicer,
by:
---------------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Trustee,
by:
---------------------------------
Name:
Title:
19
EXHIBIT A
[FORM OF CERTIFICATE]
FACE OF CERTIFICATE
REGISTERED
Certificate No. R-[ CUSIP NO. [ ]
CARCO AUTO LOAN MASTER TRUST
AUTO LOAN ASSET BACKED CERTIFICATES, SERIES 2002-CC
evidencing a fractional undivided interest in certain
assets of the
CARCO AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of DaimlerChrysler Services North America LLC meeting certain
eligibility criteria. This certificate ("Certificate") does not represent an
interest in, or obligation of, DaimlerChrysler Wholesale Receivables LLC (the
"Seller" or "DCWR"), DaimlerChrysler Services North America LLC or any affiliate
thereof.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement referred to on
the reverse side hereof or be valid for any purpose.
This Certificate shall constitute a medium for investment and a "security"
within the meaning of Article 8 of the Uniform Commercial Code of the State of
New York and each other applicable jurisdiction.
A-1
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.
DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC,
by CHRYSLER FINANCIAL RECEIVABLES CORPORATION,
a member
by
---------------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling
and Servicing Agreement.
THE BANK OF NEW YORK
as Trustee,
by
----------------------------
Authorized Officer
A-2
REVERSE OF CERTIFICATE
This certifies that The Bank of New York, as Indenture Trustee (the
"Series 2002-CC Certificateholder"), is the registered owner of a fractional
undivided interest in certain assets of the CARCO AUTO LOAN MASTER TRUST (the
"Trust") created pursuant to an Amended and Restated Pooling and Servicing
Agreement dated as of December 5, 2001 (as amended and supplemented from time to
time, the "P&S") among DaimlerChrysler Wholesale Receivables LLC (the "Seller"),
DaimlerChrysler Services North America LLC, as servicer (the "Servicer"), and
The Bank of New York, as trustee (the "Trustee"), as supplemented by the Series
2002-CC Supplement dated as of June 1,2002 among the Seller, the Servicer and
the Trustee (the "Series Supplement"), that are allocated to the Series 2002-CC
Certificateholders' Interest pursuant to the P&S and the Series Supplement. The
P&S and the Series Supplement are hereinafter collectively referred to as the
"Pooling and Servicing Agreement". Terms used herein and not otherwise defined
herein have the meaning assigned in the Pooling and Servicing Agreement.
The corpus of the Trust will include (a) all of the Seller's right, title
and interest in, to and under the Receivables in each Account and all Collateral
Security with respect thereto owned by the Seller at the close of business on
the Cut-Off Date, in the case of the Initial Accounts, and on the applicable
Additional Cut-Off Date, in the case of Additional Accounts, and all monies due
or to become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in Section 9-315 of the UCC as in effect in the
State of Michigan and Recoveries) thereof, (b) all of the Seller's rights,
remedies, powers and privileges with respect to such Receivables under the
Receivables Purchase Agreement, (c) all of the Seller's right, title and
interest in, to and under the Receivables in each Account (other than any newly
created Receivables in any Designated Account) and all Collateral Security with
respect thereto owned by the Seller at the close of business on each Transfer
Date and not theretofore conveyed to the Trust, all monies due or to become due
and all amounts received with respect thereto and all proceeds (including
"proceeds" as defined in Section 9-315 of the UCC as in effect in the State of
Michigan and Recoveries) thereof, (d) all monies on deposit in, and Eligible
Investments or other investments credited to, the Collection Account or any
Series Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Seller's
Certificate will be issued pursuant to the Pooling and Servicing Agreement which
will represent the Seller's Interest in the Trust. The Seller's Certificate will
represent the interest in the Trust Assets not represented by the Investor
Certificates.
The Receivables consist of advances made directly or indirectly by
DaimlerChrysler Services North America LLC to domestic automobile dealers
franchised by DaimlerChrysler Corporation or any other automobile manufacturers.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new Series of Investor Certificates, which will
represent fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement to which, as amended and
supplemented from time to time, the Series 2002-CC Certificateholder by virtue
of the acceptance hereof assents and is bound.
A-3
Although a summary of certain provisions of the Pooling and Servicing Agreement
is set forth below, this Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to the Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement
(without schedules and exhibits) may be requested from the Trustee by writing to
the Trustee at The Bank of New York, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the Pooling
and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and the
Series 2002-CC Certificates have been (or will be) issued with the intention
that the Series 2002-CC Certificates will qualify under applicable tax law as an
equity interest in the Receivables. The Seller, each Beneficiary and each
Certificateholder and Certificate Owner, by the acceptance of its Certificate or
Book-Entry Certificate, as applicable, agrees to treat the Series 2002-CC
Certificates as an equity interest in the Receivables for Federal income taxes,
state and local income, single business and franchise taxes and any other taxes
imposed on or measured by income.
On each Distribution Date, the Trustee shall distribute to each Series
2002-CC Certificateholder of record at the close of business on the day
preceding such Distribution Date (each a "Record Date") such Certificateholder's
pro rata share (based on the aggregate fractional undivided interest represented
by the Series 2002-CC Certificates held by such Certificateholder, except as
otherwise provided in the Pooling and Servicing Agreement) of such amounts on
deposit in the Collection Account and the Excess Funding Account as are payable
in respect of the Series 2002-CC Certificates pursuant to the Pooling and
Servicing Agreement. Distributions with respect to this Certificate will be made
by the Trustee by check mailed to the address of the Certificateholder of record
appearing in the Certificate Register without the presentation or surrender of
this Certificate or the making of any notation thereon (except for the final
distribution in respect of this Certificate) except that with respect to Series
2002-CC Certificates registered in the name of Indenture Trustee, distributions
will be made in immediately available funds. Final payment of this Certificate
will be made only upon presentation and surrender of this Certificate at the
office or agency specified in the notice of final distribution delivered by the
Trustee to the Series 2002-CC Certificateholder in accordance with the Pooling
and Servicing Agreement.
On any Distribution Date on or after the Distribution Date on which the
Notes of each series under the Indenture have been paid in full, the Servicer
shall have the option to purchase the entire Series 2002-CC Certificateholders'
Interest in the Trust at a purchase price equal to the Reassignment Amount using
funds on deposit in the Excess Funding Account and amounts on deposit in the
Collection Account as are payable to the Series 2002-CC Certificateholders or,
to the extent of any insufficiency of such funds (the "Insufficiency Amount"),
funds in an amount equal to the Insufficiency Amount provided by DaimlerChrysler
Services North America LLC.
This Certificate does not represent an obligation of, or an interest in,
DaimlerChrysler Corporation, the Seller, the Servicer, or any affiliate of any
of them and is not insured or guaranteed by any governmental agency or
instrumentality. This Certificate is limited in right of
A-4
payment to certain Collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Pooling and
Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee, without the consent of any of the Series
2002-CC Certificateholders, so long as any such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of the Certificateholders of any outstanding Series. The Trustee may, but shall
not be obligated to, enter into any such amendment which affects the Trustee's
rights, duties or immunities under the Pooling and Servicing Agreement or
otherwise. Notwithstanding anything contained therein to the contrary, the
Trustee, with the consent of any Enhancement Providers, may at any time and from
time to time amend, modify or supplement the form of Distribution Date
Statement.
The Pooling and Servicing Agreement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee with the consent of the Holders of Investor
Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal
amount of the Investor Certificates of all adversely affected Series, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the Investor Certificateholders; provided, however, that no
such amendment to the Pooling and Servicing Agreement shall (i) reduce in any
manner the amount of or delay the timing of distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed without the
consent of each such affected Investor Certificateholder; (ii) change the
definition or the manner of calculating any Certificateholder's interest without
the consent of each affected Investor Certificateholder; (iii) reduce the amount
available under any Enhancement without the consent of each affected Investor
Certificateholder; (iv) adversely affect the rating of any Series or class by
each Rating Agency without the consent of the holders of certificates of such
Series or class evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or class; or (v)
reduce the aforesaid percentage required to consent to any such amendment
without the consent of all Investor Certificateholders. The Pooling and
Servicing Agreement may not be amended in any manner which adversely affects the
interests of any Enhancement Provider without its prior consent.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the office or agency maintained by the Trustee
in New York, New York, accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized, and thereupon one or more new Series 2002-CC
Certificates of authorized denominations evidencing the same aggregate
fractional undivided interest will be issued to the designated transferee or
transferees.
The Series 2002-CC Certificates are issuable only as registered
certificates without coupons in denominations specified in the Pooling and
Servicing Agreement.
A-5
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Series 2002-CC Certificates are exchangeable for
new Series 2002-CC Certificates evidencing like aggregate fractional undivided
interests as requested by the Certificateholder surrendering such Certificates.
No service charge may be imposed for any such exchange but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar and any agent
of any of them, may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Servicer nor
the Trustee, the Transfer Agent and Registrar, nor any agent of any of them,
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.
A-6
ASSIGNMENT
Social Security or other identifying number of assignee
------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints , attorney, to transfer said certificate
on the books kept for registration thereof, with full power of substitution in
the premises.
Dated: *
--------- ---------------------------
Signature Guaranteed:
---------------------------
------------------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
A-7
EXHIBIT B
[FORM OF DISTRIBUTION DATE STATEMENT - SERIES 2002-CC]
DAIMLERCHRYSLER MASTER OWNER TRUST - SERIES 2002-A Distribution Date:
COLLECTION PERIOD: APRIL 1, 2002 THROUGH APRIL 30, 2002
DESCRIPTION OF COLLATERAL
-------------------------
On the Distribution Date, the EXPECTED FINAL ACCUMULATION EARLY REDEMPTION
Series 2002-A balances were: PAYMENT DATE PERIOD PERIOD
------------ ------ ------
Notes $
Principal Amount of
Series Notes $
Series Overcollateralization
@ 9.89%
Dealer Overconcentration
Amount
Nominal Liquidation Amount
-----------
Required Participation 3.00% Seller's interest in receivables pool
Excess Receivables
-----------
Total Collateral
===========
Collateral as % of Notes
B-1
CARCO/DCMOT AUTO LOAN MASTER TRUST POOL ACTIVITY
During the past collection period (calendar month),
the following activity occurred:
DCMOT
COLL CERT SERIES
CARCO ALLOCATION ALLOCATION
TOTAL POOL 0.0000% 100.0000%
---------- ------- ---------
Beginning Principal Pool
Balance $
Collections of Principal
Investment in New Receivables
Additions of New Accounts
Losses from Defaulted Dealers
Reallocation for series
Addit'n/Removal Series Allocation percentage for next period:
---------- ------- ---------
Ending Balance
Average Receivable Balance $
Collection Rate as % of
Average
Losses as % of Average
B-2
DISTRIBUTIONS TO INVESTORS
INTEREST COLLECTIONS Distribution Date:
During the past collection period (calendar month), Days:
the following activity occurred: LIBOR Telerate 3750:
SERIES
TOTAL POOL ALLOCATION ACTUAL PER $1000 NOTES
---------- ---------- ------ ---------------
Interest Collections $ Principal $
Recoveries on Interest @ Actual/
Receivables LIBOR + 6.0 360 day
Written Off basis
Investment
Income
---------- ----------
Total Available
B-3
SCHEDULE 1
SERIES 2002-CC EXCESS FUNDING ACCOUNT
Account no. 052578
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Schedule I-1
