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EXHIBIT 4.2
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FORD CREDIT AUTO RECEIVABLES CORPORATION
Seller
FORD MOTOR CREDIT COMPANY
Servicer
and
CHEMICAL BANK
Trustee
_______________________________________
SERIES 1996-1 SUPPLEMENT
Dated as of December 31, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of December 31, 1991
_______________________________________
$[96-1 AMOUNT]
FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1996-1
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ARTICLE I
Creation of the Series 1996-1 Certificates
SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
Definitions
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SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III
Servicing Fee
-------------
SECTION 3.01. Servicing Compensation . . . . . . . . . . . . . . . . . . 15
ARTICLE IV
Rights of Series 1996-1 Certificateholders and
Allocation and Application of Collections
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SECTION 4.01. Allocations . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.02. Monthly Interest . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.03. Determination of Monthly Principal . . . . . . . . . . . . 18
SECTION 4.04. Establishment of Reserve Fund and
Funding Accounts . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds,
Net Trust Swap Receipts and Available
Investor Principal Collections . . . . . . . . . . . . . 23
SECTION 4.07. Distributions to Series 1996-1
Certificateholders . . . . . . . . . . . . . . . . . . . 26
SECTION 4.08. Application of Reserve Fund and
Available Subordinated Amount . . . . . . . . . . . . . 26
SECTION 4.09. Investor Charge-Offs . . . . . . . . . . . . . . . . . . . 29
SECTION 4.10. Excess Servicing . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.11. Excess Principal Collections . . . . . . . . . . . . . . . 30
SECTION 4.12. Asset Composition Event . . . . . . . . . . . . . . . . . . 30
SECTION 4.13. Excess Funding Account . . . . . . . . . . . . . . . . . . 31
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ARTICLE V
Distributions and Reports to
Series 1996-1 Certificateholders
--------------------------------
SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 5.02. Reports and Statements to Series 1996-1
Certificateholders . . . . . . . . . . . . . . . . . . . . 34
ARTICLE VI
Amortization Events
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SECTION 6.01. Additional Amortization Events . . . . . . . . . . . . . . . 34
ARTICLE VII
Optional Repurchase
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SECTION 7.01. Optional Repurchase . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE VIII
Final Distributions
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SECTION 8.01. Sale of Certificateholders'
Interest Pursuant to Section 2.03
of the Agreement; Distributions
Pursuant to Section 7.01 of the Series
Supplement or Section 2.03 or 12.02(c)
of the Agreement . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the
Receivables Pursuant to Section 9.02
of the Agreement . . . . . . . . . . . . . . . . . . . . . 37
ARTICLE IX
Miscellaneous Provisions
------------------------
SECTION 9.01. Execution and Delivery of the
Interest Rate Swap . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.02. Registration of the Series 1996-1
Certificates under the Securities
Exchange Act of 1934 . . . . . . . . . . . . . . . . . . . 38
SECTION 9.03. Ratification of Agreement . . . . . . . . . . . . . . . . . . 38
SECTION 9.04. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 38
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EXHIBITS
Exhibit A Form of Certificate
Exhibit B-1 Form of Distribution Date Statement for the Trustee
Exhibit B-2 Form of Distribution Date Statement for Persons other
than the Trustee
Exhibit C Form of Interest Rate Swap
Schedule 1 List of Series 1996-1 Accounts
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SERIES 1996-1 SUPPLEMENT dated as of December 31, 1995 (the "Series
Supplement"), among FORD CREDIT AUTO RECEIVABLES CORPORATION, a Delaware
corporation, as Seller, FORD MOTOR CREDIT COMPANY, a Delaware corporation, as
Servicer, and CHEMICAL BANK, a New York banking corporation, as Trustee.
Pursuant to Section 6.03 of the Pooling and Servicing Agreement dated
as of December 31, 1991 (as amended and supplemented, the "Agreement"), among
the Seller, the Servicer and the Trustee, the Seller may from time to time
direct the Trustee to issue, on behalf of the Trust, one or more new Series of
Investor Certificates representing fractional undivided interests in the Trust.
The Principal Terms of any new Series are to be set forth in a Supplement to
the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.
ARTICLE I
Creation of the Series 1996-1 Certificates
SECTION 1.01. Designation. (a) There is hereby created a Series
of Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "Series 1996-1, []% Auto Loan Asset Backed
Certificates".
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
ARTICLE II
Definitions
SECTION 2.01. Definitions. (a) Whenever used in this Series
Supplement the following words and phrases shall have the following meanings.
"Accumulation Period" shall mean, unless an Early Amortization Event
shall have occurred prior thereto (other than an Early Amortization Event which
has resulted in an Early Amortization Period which has ended as described in
clause (c) of the definition thereof), the period commencing on the
Accumulation Period Commencement Date and ending upon the first
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to occur of (a) the commencement of an Early Amortization Period or (b) the
Expected Final Payment Date.
"Accumulation Period Commencement Date": The date which is, with
respect to an Accumulation Period Length of (i) one calendar month, the first
day of the January 2001 Collection Period, (ii) two calendar months, the first
day of the December 2000 Collection Period, (iii) three calendar months, the
first day of the November 2000 Collection Period, (iv) four calendar months,
the first day of October 2000 the Collection Period and (v) five calendar
months, the first day of the September 2000 Collection Period; provided,
however, that the Accumulation Period Commencement Date shall be (x) September
1, 2000, if, prior to such date, any other outstanding Series of Investor
Certificates shall have entered into an early amortization period or (y) in the
case of an Accumulation Period Length of less than five months, the earlier of
(A) the date an early amortization period has commenced with respect to any
other outstanding Series of Investor Certificates and (B) the Accumulation
Period Commencement Date as determined above.
"Accumulation Period Determination Date": August 15, 2000.
"Accumulation Period Length": As determined by the Servicer on the
Accumulation Period Determination Date, a period of not less than one calendar
month nor more than five calendar months, equal to the product (rounded
upwards to the nearest whole number) of (i) five multiplied by (ii) a
fraction, the numerator of which is the Invested Amount as of such Accumulation
Period Determination Date (after giving effect to all changes therein on such
date) and the denominator of which is equal to . the sum of such Invested
Amount and the Outstanding Series Invested Amount as of such Accumulation
Period Determination Date (after giving effect to all changes therein on such
date).
"Additional Early Amortization Event" shall have the meaning
specified in Section 6.01.
"Additional Interest" shall have the meaning specified in Section
4.02.
"Adjustment Date" shall mean the second London Business Day preceding
the first day of each Interest Period.
"Aggregate Available Subordinated Amount" shall mean the sum of the
Available Subordinated Amount and the Swap Available Subordinated Amount.
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"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 1996-1 Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect
to the related Collection Period.
"Asset Composition Event" shall have the meaning specified in Section
4.12.
"Asset Correction Amount" shall have the meaning specified in Section
4.12.
"Available Investor Principal Collections" shall mean, with respect to
any Distribution Date, the sum of (a) an amount equal to Investor Principal
Collections for such Distribution Date, (b) Allocable Miscellaneous Payments
with respect to such Distribution Date, (c) Series 1996-1 Excess Principal
Collections on deposit in the Collection Account for such Distribution Date and
(d) on the Termination Date, any funds in the Reserve Fund after giving effect
to Section 4.08.
"Available Seller's Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Available Sellers Non-Principal Collections
for such Deposit Date and (b) the Available Seller's Principal Collections for
such Deposit Date; provided, however, that the Available Sellers Collections
shall be zero for any Collection Period with respect to which the Available
Subordinated Amount is zero on the Determination Date immediately following the
end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such Collection
Period by (b) Non-Principal Collections for such Deposit Date.
"Available Seller's Principal Collections" shall mean, with respect to
any Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Seller's Percentage for the related Collection Period over
(ii) the Excess Seller's Percentage for such Collection Period by (b) Principal
Collections for such Deposit Date.
"Available Subordinated Amount" for the first Determination Date
shall mean an amount equal to the Required Subordinated Amount. The Available
Subordinated Amount for any subsequent Determination Date shall mean an amount
equal to the sum of
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(i) the lesser of (x) the Available Subordinated Amount for the
preceding Determination Date, minus (A) the Required Subordination Draw
Amount with respect to the preceding Distribution Date to the extent
provided in Section 4.08, minus (B) withdrawals from the Reserve Fund
pursuant to Section 4.08 on the preceding Distribution Date to make
distributions pursuant to Section 4.06(a)(iv) (but excluding any other
withdrawals from the Reserve Fund), plus (C) the portion of Excess
Servicing for such preceding Distribution Date distributed to the Seller
pursuant to Section 4.10(c), minus (D) the Incremental Subordinated Amount
for such preceding Determination Date, plus (E) the Incremental
Subordinated Amount for the current Determination Date and (y) the
Required Subordinated Amount;
plus (ii) the Subordinated Percentage of funds withdrawn from the
Excess Funding Account since the prior Distribution Date and to be
withdrawn from the Excess Funding Account up to and including the
succeeding Distribution Date and paid to the Seller or allocated to one or
more Series; and
minus (iii) the Subordinated Percentage of funds deposited in the
Excess Funding Account since the prior Distribution Date and to be
deposited into the Excess Funding Account up to and including the
succeeding Distribution Date;
provided, however, that once the Accumulation Period or any Early Amortization
Period (other than an Early Amortization Period which has ended as described in
clause (c) of the definition thereof) shall have commenced, the Required
Subordinated Amount shall be calculated based on the Invested Amount as of the
close of business on the day preceding such Accumulation Period or Early
Amortization Period.
"Calculation Agent" shall mean the Trustee or any other Calculation
Agent selected by the Seller which is reasonably acceptable to the Trustee.
"Certificate Rate" shall mean []% per annum.
"Certificateholders Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Closing Date" shall mean February 15, 1996.
"Controlled Amortization Amount" shall mean the quotient obtained by
dividing the Invested Amount as of the Accumulation Period Determination Date
(after giving effect to
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any changes therein on such date) by the Accumulation Period Length.
"Controlled Distribution Amount" shall mean, for any Distribution
Date with respect to the Accumulation Period, the excess, if any, of (i) the
product of the Controlled Amortization Amount and the number of Distribution
Dates with respect to the Accumulation Period through and including such
Distribution Date over (ii) the sum of amounts on deposit in the Excess Funding
Account and the Principal Funding Account, in each case before giving effect to
any withdrawals from or deposits to such accounts on such Distribution Date.
"Deficiency Amount" shall have the meaning specified in Section 4.05.
"Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.01 of the Agreement, together with any Additional Early
Amortization Event specified in Section 6.01 of this Series Supplement.
"Early Amortization Period" shall mean an Early Amortization Period
with respect to Series 1996-1.
"Excess Principal Collections" shall mean the amounts equal to the
balances referred to as such in Sections 4.06(b)(ii) and 4.06(c)(ii).
"Excess Reserve Fund Required Amount" shall mean, for any Distribution
Date with respect to an Early Amortization Period, an amount equal to the
greater of (a) 5% of the initial principal balance of the Series 1996-1
Certificates and (b) the excess of (i) the sum of (x) the Available
Subordinated Amount on the preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on such
Distribution Date) and (y) (A) a percentage equal to the excess of the Required
Participation Percentage over 100%, multiplied by (B) the outstanding principal
balance of the Certificates on such Distribution Date (after giving effect to
any changes therein on such Distribution Date) over (ii) the Seller's Interest
on such Distribution Date (after giving effect to changes therein on such
Distribution Date); provided that the Excess Reserve Fund Required Amount shall
not exceed such Available Subordinated Amount.
"Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than 0%
nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables and Defaulted Receivables, the sum of (i) the
Floating Allocation
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Percentage with respect to such Collection Period and the sum of the floating
allocation percentages for all other outstanding Series of Investor
Certificates for such Collection Period and (ii) the percentage equivalent of a
fraction, the numerator of which is the sum of the Aggregate Available
Subordinated Amount as of the Determination Date occurring in such Collection
Period and the sum of the aggregate available subordinated amounts for all
other outstanding Series of Investor Certificates as of such Determination Date
(in each case, after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date immediately
following such Determination Date), and the denominator of which is the Pool
Balance as of the last day of the immediately preceding Collection Period or
(b) 100% minus, when used with respect to Principal Receivables, the sum of (i)
the floating allocation percentages for all outstanding Series that are in
their revolving periods with respect to such Collection Period and the sum of
the principal allocation percentages for all outstanding Series of Investor
Certificates that are not in their revolving periods with respect to such
Collection Period and (ii) the percentage equivalent of a fraction, the
numerator of which is the sum of the Aggregate Available Subordinated Amount as
of the Determination Date Occurring in such Collection Period and the sum of
the aggregate available subordinate amounts for all other Series of Investor
Certificates as of such Determination Date (in each case, after giving effect
to the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date), and the
denominator of which is the Pool Balance as of the last day of such
immediately preceding Collection Period.
"Excess Servicing" shall mean, with respect to any Distribution Date,
the amount, if any, specified pursuant to Section 4.06(a)(vi) with respect to
such Distribution Date.
"Expected Final Payment Date" shall mean the February 2001
Distribution Date.
"Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the immediately preceding Collection Period (after giving
effect to the reinvestment to occur on the next succeeding Distribution Date)
and the denominator of which is the Pool Balance as of such last day; provided,
however, that, with respect to the first Collection Period, the Floating
Allocation Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Initial Invested Amount and the denominator of which
is the Pool Balance on the Cut-Off Date.
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"Incremental Subordinated Amount" shall mean, with respect to any
Determination Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of the Invested Amount on the last day of the
immediately preceding Collection Period (or with respect to the first
Determination Date, the Invested Amount on the Closing Date) and the Available
Subordinated Amount for such Determination Date (calculated without subtracting
or adding the Incremental Subordinated Amount for such Distribution Date as
described in clause (D) or (E), respectively, of the definition thereof and
without adding the Incremental Subordinated Amount in the definition of
Required Subordinated Amount as used in the definition of Available
Subordinated Amount) (or with respect to the first Determination Date, the
product of the Invested Amount on the Closing Date and the Subordinated
Percentage) and the denominator of which is the Pool Balance on such last day
by (b) the Trust Incremental Subordinated Amount.
"Initial Invested Amount" shall mean the initial principal amount of
the Series 1996-1 Certificates, which is $[96-1 AMOUNT], plus (a) the amount of
any withdrawals from the Excess Funding Account pursuant to Section 4.13(b) in
connection with an increase in the Pool Balance, minus (b) the amount of any
additions to the Excess Funding Account pursuant to Section 4.06(b)(i) in
connection with a reduction in the Pool Balance.
"Initial Principal Amount" shall mean $[96-1 AMOUNT].
"Initial Swap Subordinated Amount" shall mean $[ ].
"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.
"Interest Rate Swap" shall mean the interest rate swap agreement, the
form of which is attached hereto as Exhibit C, dated as of the Closing Date,
between the Swap Counterparty and the Trust in connection with Series 1996-1.
"Interest Shortfall" shall have the meaning specified in Section 4.02.
"Invested Amount" shall mean, when used with respect to any date, an
amount equal to (a) the Initial Invested Amount minus (b) the amount, without
duplication, of principal payments (except principal payments made from the
Excess Funding Account and any transfers from the Excess Funding Account to the
Principal Funding Account) made to Series 1996-1 Certificate-
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holders or deposited to the Principal Funding Account prior to such date minus
(c) the excess, if any, of the aggregate amount of Investor Charge-Offs over
Investor Charge-Offs reimbursed pursuant to Section 4.08 prior to such date.
In addition, for purposes of the definition of "Early Amortization Period", the
Invested Amount shall be an amount equal to the outstanding principal amount of
the Certificates.
"Investment Proceeds" shall mean, with respect to any Determination
Date, all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Series 1996-1 Accounts, together with an
amount equal to the Series 1996-1 Allocation Percentage of the interest and
other investment earnings on funds held in the Collection Account credited as
of such date to the Collection Account pursuant to Section 4.02 of the
Agreement.
"Investor Charge-Offs" shall have the meaning specified in Section
4.09.
"Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Defaulted Amount for the
related Collection Period and (b) the Floating Allocation Percentage for the
related Collection Period.
"Investor Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the Floating
Allocation Percentage for the related Collection Period and (ii) Non-Principal
Collections deposited in the Collection Account for the related Collection
Period.
"Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage, with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Accumulation Period or an Early Amortization
Period, for the related Collection Period (or any partial Collection Period
which occurs as the first Collection Period during an Early Amortization
Period), and (ii) Principal Collections deposited in the Collection Account for
the related Collection Period (or any partial Collection Period which occurs
as the first Collection Period during an Early Amortization Period) and (b) the
amount, if any, of Collections of Non-Principal Receivables, Excess Servicing
and Available Seller's Collections to be distributed pursuant to Section
4.06(a)(iv), 4.08(b) (to the extent Section 4.08(b) relates to a shortfall in
distributions pursuant to Section 4.06(a)(iv)) or 4.10(a) on such Distribution
Date; provided that in the case of clause (a), if for any Distribution Date the
sum of the Floating Allocation
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Percentage (if the Revolving Period is in effect), the Principal Allocation
Percentage (if the Early Amortization Period or the Accumulation Period is in
effect), the floating allocation percentage for all other outstanding Series of
Investor Certificates in their revolving period and the principal allocation
percentage for all other outstanding Series of Investor Certificates in their
early amortization or accumulation period exceeds 100%, then Principal
Collections shall be allocated among such Series (including Series 1996-1) pro
rata on the basis of such floating allocation percentages and principal
allocation percentages.
"LIBOR" shall mean, with respect to any Interest Period, the offered
rates for deposits in United States dollars having a maturity of one month (the
"Index Maturity") commencing on the related Adjustment Date which appears on
the Reuters Screen LIBO Page as of approximately 11:00 A.M., London time, on
such date of calculation. If at least two such offered rates appear on the
Reuters Screen LIBO Page, LIBOR will be the arithmetic mean (rounded upwards,
if necessary, to the nearest one-sixteenth of a percent) of such offered rates.
If fewer than two such quotations appear, LIBOR with respect to such Interest
Period will be determined at approximately 11:00 A.M., London time, on such
Adjustment Date on the basis of the rate at which deposits in United States
dollars having the Index Maturity are offered to prime banks in the London
interbank market by four major banks in the London interbank market selected by
the Calculation Agent and in a principal amount equal to an amount of not less
than U.S. $1,000,000 and that is representative for a single transaction in
such market at such time. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR will be the arithmetic mean
(rounded upwards as aforesaid) of such quotations. If fewer than two
quotations are provided, LIBOR with respect to such Interest Period will be the
arithmetic mean (rounded upwards as aforesaid) of the rates quoted at
approximately 11:00 A.M., New York City time, on such Adjustment Date by three
major banks in New York, New York selected by the Calculation Agent for loans
in United States dollars to leading European banks having the Index Maturity
and in a principal amount equal to an amount of not less than U.S. $1,000,000
and that is representative for a single transaction in such market at such
time; provided, however, that if the banks selected as aforesaid are not
quoting as mentioned in this sentence, LIBOR in effect for the applicable
period will be LIBOR in effect for the previous period.
"London Business Day" shall mean any business day on which dealings in
deposits in United States dollars are transacted in the London interbank
market.
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"Monthly Interest" shall have the meaning specified in Section 4.02.
"Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Principal Collections for such Collection
Period by the average daily Pool Balance for such Collection Period.
"Monthly Principal" shall have the meaning specified in Section 4.03.
"Monthly Servicing Fee" shall have the meaning specified in Section
3.01.
"Net Trust Swap Payment" shall mean, for any Collection Period, the
monthly obligation, if any, of the Trust to the Swap Counterparty pursuant to
the Interest Rate Swap to the extent that such monthly obligation exceeds the
obligation of the Swap Counterparty to the Trust pursuant to the Interest Rate
Swap for such Collection Period.
"Net Trust Swap Receipt" shall mean, for any Collection Period, the
amount of the monthly obligation, if any, of the Swap Counterparty to the Trust
pursuant to the Interest Rate Swap to the extent that such monthly obligation
exceeds the monthly obligation of the Trust to the Swap Counterparty pursuant
to the Interest Rate Swap for such Collection Period and, following the
termination of the Interest Rate Swap in accordance with its terms, the net
amount of any such obligation that would have benefitted the Trust in the
absence of such a termination shall be paid by applying Collections allocated
to the Swap Available Subordinated Amount.
"Outstanding Series Invested Amount": The aggregate "Invested
Amounts", as defined in the applicable Supplement, with respect to any other
outstanding Series of Investor Certificates for which the revolving period for
such other outstanding Series of Investor Certificates is not scheduled to end
before the last day of the January 2001 Collection Period.
"Pool Factor" shall mean, with respect to any Determination Date, a
number carried out to eleven decimals representing the ratio of the Invested
Amount as of such Determination Date (determined after taking into account any
increases or decreases in the Invested Amount which will occur on the following
Distribution Date) to the Initial Invested Amount.
"Principal Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the
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numerator of which is the Invested Amount as of the last day of the Revolving
Period and the denominator of which is the Pool Balance as of the last day of
the immediately preceding Collection Period; provided, however, that with
respect to that portion of any Collection Period that falls after the date on
which any Early Amortization Event occurs (other than an Early Amortization
Event which has resulted in an Early Amortization Period which has ended
as described in clause (c) thereof), the Principal Allocation Percentage shall
be reset using the Pool Balance as of the close of business on the date on
which such Early Amortization Event shall have occurred and Principal
Collections shall be allocated for such portion of such Collection Period using
such reset Principal Allocation Percentage.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date, the sum of (i) the Invested Amount on such
Distribution Date, (ii) accrued and unpaid interest on the unpaid principal
balance of the Series 1996-1 Certificates (calculated on the basis of the
outstanding principal balance of the Series 1996-1 Certificates at the
Certificate Rate through the day preceding such Distribution Date) and (iii)
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 1996-1
Certificateholders on a prior Distribution Date.
"Required Participation Percentage" shall mean, with respect to Series
1996-1, 104%; provided, however, that the seller may, upon 10 days' prior
notice to the Trustee, each Rating Agency and any Enhancement Provider, reduce
the Required Participation Percentage to a percentage which shall not be less
than 100%, provided that each Rating Agency shall have notified the seller or
the Servicer that any such reduction will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class with respect to
which it is a Rating Agency.
"Required Subordinated Amount" shall mean, as of any date of
determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental Subordinated
Amount.
"Required Subordination Draw Amount" shall have the meaning specified
in Section 4.05.
"Reserve Fund" shall have the meaning specified in Section 4.04.
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"Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (i) the Reserve Fund Required
Amount for such Distribution Date exceeds (ii) the amount of funds in the
Reserve Fund after giving effect to any withdrawals therefrom on such
Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Certificates on such Distribution Date
(after giving effect to any changes therein on such Distribution Date).
"Reuters Screen LIBO Page" shall mean the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that Service for the purpose of displaying London
interbank offered rates of major banks).
"Revolving Period" shall mean the period beginning at the close of
business on the Business Day immediately preceding the Series Cut-Off Date and
ending on the earlier of (a) the close of business on the day immediately
preceding the Accumulation Period Commencement Date, and (b) the close of
business on the day an Early Amortization Period commences; provided, however,
that, if any Early Amortization Period ends as described in clause (c) of the
definition thereof, the Revolving Period will recommence as of the close of
business on the day such Early Amortization Period ends.
"Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Non-Principal Collections for
the related Collection Period, plus (b) the Seller's Percentage of Principal
Collections for the related Collection Period.
"Seller's Percentage" for any Collection Period shall mean (i) with
respect to Non-Principal Receivables and Defaulted Receivables, 100% minus the
aggregate of the floating allocation percentages for each outstanding Series
and (ii) with respect to Principal Receivables, 100% minus the sum of (a) the
aggregate of the floating allocation percentages for all Series in their
revolving periods and (b) the aggregate of the principal allocation percentages
for all Series that are not in their revolving periods, but in any case shall
not be less than 0%.
"Semi-Annual Payment Date" shall mean the 15th day of February and
August (or, if any such day is not a business day, the next succeeding business
day) commencing August 15, 1996.
"Series Cut-Off Date" shall mean December 31, 1995.
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"Series 1996-1" shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.
"Series 1996-1 Accounts" shall have the meaning specified in Section
4.04(e)(i).
"Series 1996-1 Allocation Percentage" for a Collection Period shall
mean the percentage derived from the fraction the numerator of which is the
Invested Amount on the last Business Day preceding such Collection Period and
the denominator of which is the Trust Invested Amount on the last Business Day
preceding such Collection Period.
"Series 1996-1 Certificateholders" shall mean the Holders of Series
1996-1 Certificates.
"Series 1996-1 Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Series 1996-1
Certificates.
"Series 1996-1 Certificates" shall mean any one of the certificates
executed by the Seller and authenticated by the Trustee, substantially in the
form of Exhibit A.
"Series 1996-1 Excess Principal Collections" shall mean that portion
of Excess Principal Collections allocated to Series 1996-1 pursuant to Section
4.11.
"Series 1996-1 Principal Shortfall" shall have the meaning specified
in Section 4.11.
"Servicing Fee Rate" shall mean, with respect to Series 1996-1, 1.0%
or, for any Distribution Date in respect of which the Monthly Servicing Fee has
been waived, 0%.
"Special Payment Date" shall mean each Distribution Date with respect
to any Early Amortization Period (other than an Early Amortization Period which
has ended as described in clause (c) thereof).
"Subordinated Percentage" shall mean the percentage equivalent of a
fraction, the numerator of which is 10% and the denominator of which is the
excess of 100% over 10%.
"Swap Available Subordinated Amount" shall mean (a) with respect to
the first Determination Date, the Initial Swap Subordinated Amount, and (b)
with respect to each subsequent Determination Date, the Swap Available
Subordinated Amount for the immediately preceding Determination Date minus the
aggregate
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amount, if any, of prior payments of Required Subordination Draw Amounts made
from Available Seller's Collections applied to reduce the Swap Available
Subordinated Amount in accordance with Section 4.08(b).
"Swap Counterparty" shall mean Ford Motor Credit Company.
"Termination Date" shall mean the February 2003 Distribution Date.
"Termination Proceeds" shall mean any Termination proceeds arising
out of a sale of Receivables (or interests herein) pursuant to Section 12.02(c)
of the Agreement with respect to Series 1996-1.
"Trust Available Subordinated Amount" shall mean the sum of the
Aggregate Available Subordinated Amount for Series 1996-1 and the aggregate
available subordinated amounts for all other outstanding Series.
(a) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Series Supplement or the Agreement with respect to Series 1996-1,
Standard & Poor's and Moody's. As used in this Series Supplement and in the
Agreement with respect to Series 1996-1, "highest investment category" shall
mean (i) in the case of Standard & Poor's, AAA and A-1+, as applicable, and
(ii) in the case of Moody's, Aaa and P-1, as applicable.
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the terms "Enhancement Provider" and "Beneficiary"
shall exclude the Swap Counterparty for purposes of such party's (i) receipt of
any notices, Opinions of Counsel, Officer's Certificates, statements or the
like and (ii) required consent to the appointment of any Successor Servicer.
(c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The definitions in
Section 2.01 are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of
such terms.
(d) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series
Supplement as a whole and not to any particular provision of this Series
Supplement; references to any
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Article, Section or Exhibit are references to Articles, Sections and Exhibits
in or to this Series Supplement unless otherwise specified; and the term
"including" means "including without limitation".
ARTICLE III
Servicing Fee
SECTION 3.01. Servicing Compensation. The monthly servicing fee
(the "Monthly Servicing Fee") shall be payable to the Servicer, in arrears,
on each Distribution Date in respect of any Collection Period (or portion
thereof) occurring prior to the earlier of the first Distribution Date
following the Series 1996-1 Termination Date and the first Distribution Date on
which the Invested Amount is zero, in an amount equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the Series 1996-1, Allocation
Percentage of the Pool Balance as of the last day of the second Collection
Period preceding such Distribution Date (or with respect to the first
Distribution Date, as of the Series Cut-Off Date). The share of the Servicing
Fee allocable to the Series 1996-1 Certificateholders with respect to any
Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be
equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
Invested Amount as of the last day of the Collection Period second preceding
such Distribution Date; provided, however, that with respect to the first
Distribution Date, the Certificateholders Monthly Servicing Fee shall be equal
to $[ ]. 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 1996-1
Certificateholders be liable for the share of the Monthly Servicing Fee to be
paid by the Seller; and the remainder of the Servicing Fee shall be paid by the
Seller and the Investor Certificateholders of other Series and the Series
1996-1 Certificateholders shall in no event be liable for the share of the
Servicing Fee to be paid by the Seller or the Investor Certificateholders of
other Series. The Certificateholders Monthly Servicing Fee shall be payable to
the Servicer solely to the extent amounts are available for distribution in
accordance with the terms of this Series Supplement.
The Servicer will be permitted, in its sole discretion, to waive the
Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or
before the related Determination Date; provided that the Servicer believes
that sufficient Collections of Non-Principal Receivables will be available on
any future Distribution Date to pay the Certificateholders Monthly Servicing
Fee relating to the waived Monthly Servicing Fee. If the Servicer so waives
the Monthly Servicing Fee for any
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Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be deemed to be zero for all
purposes of this Series Supplement and the Agreement; provided, however, that
such Certificateholders Monthly Servicing Fee shall be paid on a future
Distribution Date solely to the extent amounts are available therefor pursuant
to Section 4.10(b); provided further that, to the extent any such Waived
Certificateholders Monthly Servicing Fee is so paid, the related portion of the
Monthly Servicing Fee to be paid by the Seller shall be paid by the Seller to
the Servicer.
ARTICLE IV
Rights of Series 1996-1 Certificateholders and
Allocation and Application of Collections
SECTION 4.01. Allocations. Payments to Seller. (a) Collections of
Non-Principal Receivables and Principal Receivables, Miscellaneous Payments and
Defaulted Amounts, as they relate to Series 1996-1, shall be allocated and
distributed as set forth in this Article.
(b) The Servicer shall instruct the Trustee to withdraw from the
Collection Account and pay to the Seller on the dates set forth below the
following amounts:
(i) on each Deposit Date:
(A) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Non-Principal Collections
deposited in the Collection Account for such Deposit Date; and
(B) an amount equal to the Excess Seller's Percentage for
the related Collection Period of Principal Collections deposited
in the Collection Account for such Deposit Date, if the Seller's
Participation Amount (determined after giving effect to any
Principal Receivables transferred to the Trust on such Deposit
Date) exceeds the Trust Available Subordinated Amount for the
immediately preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such
Determination Date); and
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(ii) on each Deposit Date with respect to the Revolving
Period or the revolving period for any other Series of Investor
Certificates, an amount equal to the Available Seller's Principal
Collections for such Deposit Date, if the Seller's Participation
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds the Trust
Available Subordinated Amount for the immediately preceding
Determination Date (after giving effect to the allocations,
distributions, withdrawal, and deposits to be made on the Distribution
Date immediately following such Deposit Date); provided, however, that
Available Seller's Principal Collections shall be paid to the
Seller with respect to any Collection Period only after an amount
equal to the sum of (A) the Deficiency Amount, if any, relating to the
immediately preceding Collection Period and (B) the excess, if any, of
the Reserve Fund Required Amount over the amount in the Reserve Fund
on the immediately preceding Distribution Date (after giving effect to
the allocations of, distributions from, and deposits in, the Reserve
Fund on such Distribution Date), has been deposited in the Collection
Account from such Available Seller's Principal Collections.
The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account that
do not represent Collections, including Miscellaneous Payments, payment of the
purchase price for the Certificateholders' Interest pursuant to Section 2.03 of
the Agreement, payment of the purchase price for the Series 1996-1
Certificateholders' Interest pursuant to Section 7.01 of this Series Supplement
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 9.02 or 12.02 of the Agreement.
By way of clarification of Section 2.08(c) of the Agreement, any
Principal Receivables arising in a Removed Account after the Removal Date shall
be the subject of the Reassignment referred to in such Section 2.08(c) and
shall therefore not be included in the Trust, and Collections in respect of the
Receivables in such Ineligible Account shall be allocated as follows: (i)
Principal Collections shall be allocated first to the oldest outstanding
principal balance of such Receivables and (ii) Defaulted Receivables and
Non-Principal Collections in respect of such Ineligible Account shall be
allocated to the Trust on the basis of the ratio of the Principal Receivables
owned by the Trust in such Ineligible Account on the related Business Day to
the total amount of Principal Receivables in such ineligible Account on such
Business Day, and the remainder of
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such collections of principal, Defaulted Receivables and Non-Principal
Collections shall be allocated to the Seller;
(c) The Servicer shall instruct the Trustee to withdraw from the
Collection Account and deposit into the Reserve Fund on Deposit Dates with
respect to the Revolving Period Available Seller's Principal Collections for
such Deposit Date, up to the amount of the excess, if any, determined pursuant
to Section 4.01(b)(ii)(B).
SECTION 4.02. Monthly Interest. The amount of monthly interest
("Monthly Interest") with respect to the Series 1996-1 Certificates on any
Distribution Date shall be an amount equal to one-twelfth of the product of (i)
the Certificate Rate and (ii) the outstanding principal balance of the Series
1996-1 Certificates as of the close of business on the preceding Distribution
Date (after giving effect to all repayments of principal made to
Certificateholders on such preceding Distribution Date, if any); provided,
however, with respect to the first Distribution Date, Monthly Interest shall be
equal to $[ ]. Monthly Interest shall be calculated on the basis of a
360-day year of twelve 30-day months.
On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Interest Shortfall"), of (x)
the aggregate Monthly Interest for the Interest Period applicable to such
Distribution Date over (y) the amount which will be available to be deposited
in the Interest Funding Account on such Distribution Date in respect thereof
pursuant to this Series Supplement. If, on any Semi-Annual Payment Date or
any Special Payment Date, an amount covering any Interest Shortfall for any
prior Distribution Date shall not have been deposited into the Interest Funding
Account pursuant to Section 4.06(a)(i), then an additional amount ("Additional
Interest") equal to one-twelfth of the product of (i) the Certificate Rate plus
two percentage points and (ii) such Interest Shortfall (or the portion thereof
which has not been paid or deposited in the Interest Funding Account) shall be
payable as provided herein with respect to the Series 1996-1 Certificates on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Interest Shortfall is paid or deposited in the
Interest Funding Account. Notwithstanding anything to the contrary herein,
Additional Interest shall be payable to the Interest Funding Account or
distributed to Series 1996-1 Certificateholders only to the extent permitted by
applicable law.
SECTION 4.03. Determination of Monthly Principal. The amount of
monthly principal ("Monthly Principal") distributable
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with respect to the Series 1996-1 Certificates on each Distribution Date with
respect to an Early Amortization Period and the Accumulation Period shall be
equal to the Available Investor Principal Collections with respect to such
Distribution Date; provided, however, that for each Distribution Date with
respect to the Accumulation Period, Monthly Principal shall not exceed the
Controlled Distribution Amount for such Distribution Date; and provided further
that Monthly Principal shall not exceed the outstanding principal balance of
the Series 1996-1 Certificates.
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts.
(a)(i) The Servicer, for the benefit of the Series 1996-1 Certificateholders,
shall cause to be established and maintained in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Reserve Fund") which
shall be identified as the "Reserve Fund for the Ford Credit Auto Loan Master
Trust, Series 1996-1" and shall bear a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 1996-1
Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Reserve
Fund shall at the direction of the Servicer be invested by the Trustee in
Eligible Investments selected by the Servicer that will mature so that such
funds will be available at the close of business on or before the Business Day
next preceding the following Distribution Date. All Eligible Investments shall
be held by the Trustee for the benefit of the Series 1996-1 Certificateholders.
On each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Reserve Fund
received prior to such Distribution Date shall be applied as set forth in
Section 4.06(a) of this Series Supplement. Funds deposited in the Reserve Fund
on a Business Day (which immediately precedes a Distribution Date) upon the
maturity of any Eligible Investments are not required to be invested overnight.
(b)(i) The Servicer, for the benefit of the Series 1996-1
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Interest Funding
Account"), which shall be identified as the "Interest Funding Account for the
Ford Credit Auto Loan Master Trust, Series 1996-1" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1996-1 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Interest Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such
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Eligible Investments shall be held by the Trustee for the benefit of the Series
1996-1 Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit
in the Interest Funding Account shall be applied as set forth in Section
4.06(a) of this Series Supplement. Funds deposited in the Interest Funding
Account on any Distribution Date (which are not distributed to
Certificateholders pursuant to Section 4.07 on such Distribution Date) shall be
invested at the direction of the Servicer in Eligible Investments that will
mature so that such funds will be available on or before the close of business
on the Business Day preceding the next following Distribution Date or, if an
Early Amortization Event shall have occurred, the next following Special
Payment Date. Funds deposited in the Interest Funding Account on a Business
Day (which immediately precedes a Semi-Annual Payment Date) upon the maturity
of any Eligible Investments are not required to be invested overnight.
(c)(i) The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Principal Funding Account"), which shall be
identified as the "Principal Funding Account for Ford Credit Auto Loan Master
Trust Series 1996-1" and shall bear a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 1996-1
Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer; provided that (unless otherwise agreed to
by the Rating Agencies) such investments bear interest at a rate based on
LIBOR, payable on a monthly basis with the interest rate thereon reset monthly.
All such Eligible Investments shall be held by the Trustee for the benefit of
the Series 1996-1 Certificateholders. On each Distribution Date all interest
and other investment earnings (net of losses and investment expenses) on funds
on deposit therein shall be applied as set forth in Section 4.06(a) of this
Series Supplement. Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer in Eligible Investments that will
mature so that such funds will be available on or before the close of business
on the Business Day next preceding the following Distribution Date or, if an
Early Amortization Event shall have occurred, the next Special Payment Date.
Funds deposited in the Principal Funding Account on a Business Day (which
immediately precedes the Expected Payment Date) upon the maturity of any
Eligible Investments are not required to be invested overnight.
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(d)(i) The Servicer, for the benefit of the Series 1996-1
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Excess Funding
Account"), which shall be identified as the "Excess Funding Account for Ford
Credit Auto Loan Master Trust, Series 1996-1" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1996-1 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Excess
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer; provided that (unless otherwise agreed to by the
Rating Agencies) such investments bear interest at a rate based on LIBOR,
payable on a monthly basis with the interest rate thereon reset monthly. All
such Eligible Investments shall be held by the Trustee for the benefit of the
Series 1996-1 Certificateholders. On each Distribution Date, all interest and
other investment earnings (net of losses and investment expenses) on funds on
deposit in the Excess Funding Account shall be applied as set forth in Section
4.06(a) of this Series Supplement. Funds deposited in the Excess Funding
Account on any Distribution Date shall be invested in Eligible Investments that
will mature so that such funds will be available on or before the close of
business on the Business Day next preceding the following Distribution Date;
provided that if, pursuant to Section 4.13, deposits to and withdrawals from
the Excess Funding Account are being made on a weekly or daily basis, then such
Eligible Investments shall mature on each Business Day on a weekly or daily
basis, as the case may be; provided further that such Eligible Investments
shall still mature so that funds will be available on or before the close of
business on the Business Day next preceding the following Distribution Date.
Funds deposited in the Excess Funding Account on a Business Day (which
immediately precedes a Distribution Date) upon the maturity of any Eligible
Investments are not required to be invested overnight.
(e)(i) The Trustee shall possess all right, title and interest in
and to all funds on deposit from time to time in, and all Eligible Investments
credited to, the Reserve Fund, the Interest Funding Account, the Principal
Funding Account and the Excess Funding Account (collectively, the "Series
1996-1 Accounts") and in all proceeds thereof. The Series 1996-1 Accounts
shall be under the sole dominion and control of the Trustee for the benefit of
the Certificateholders. If, at any time, any of the Series 1996-1 Accounts
ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent) establish a new
Series 1996-1 Account meeting the
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conditions specified in paragraph (a)(i), (b)(i), (c)(i) or (d)(i) above, as
applicable, as an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Series 1996-1 Account. Neither the Seller, the
Servicer nor any person or entity claiming by, through or under the Seller, the
Servicer or any such person or entity shall have any right, title or interest
in, or any right to withdraw any amount from, any Series 1996-1 Account, except
as expressly provided herein. Schedule 1, which is hereby incorporated into
and made part of this Series Supplement, identifies each Series 1996-1 Account
by setting forth the account number of each such account, the account
designation of each such account and the name of the institution with which
such account has been established. If a substitute Series 1996-1 Account is
established pursuant to this Section, the Servicer shall provide to the Trustee
an amended Schedule 1, setting forth the relevant information for such
substitute Series 1996-1 Account.
(ii) Pursuant to the authority granted to the Servicer in Section
3.01(a) of the Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to take
withdrawals and payments from the Series 1996-1 Accounts for the purposes of
carrying out the Servicer's or Trustee's duties hereunder.
(f) Unless otherwise agreed to by the Rating Agencies, at no time may
greater than 10% of the outstanding principal balance of the Certificates be
invested in Eligible Investments (other than obligations of the United States
government) of any single entity or its Affiliates.
SECTION 4.05. Deficiency Amount. With respect to each Distribution
Date, on the related Determination Date, the Servicer shall determine the
amount (the "Deficiency Amount"), if any, by which
(a) the sum of
(i) Monthly Interest for such Distribution Date,
(ii) any Monthly Interest previously due but not deposited in the
Interest Funding Account on a prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Interest
Funding Account on a prior Distribution Date,
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(iv) the Certificateholders Monthly Servicing Fee for such
Distribution Date,
(v) the Investor Default Amount, if any, for such Distribution Date,
(vi) the Series 1996-1 Allocation Percentage of the amount of any
Adjustment Payment required to be deposited in the Collection Account
pursuant to Section 3.09(a) of the Agreement with respect to the related
Collection Period that has not been so deposited as of such Determination
Date, and
(vii) the Net Trust Swap Payment, if any, with respect to such
Distribution Date,
exceeds (b) the sum of
(i) Investor Non-Principal Collections for such Distribution
Date plus any Investment Proceeds plus the Net Trust Swap Receipt, if
any, with respect to such Distribution Date and
(ii) the amount of funds in the Reserve Fund which are available
pursuant to Section 4.08(a) to cover any portion of the amount, if
any, by which the amount of clause (a) exceeds the amount of clause
(b)(i).
The "Required Subordination Draw Amount" shall be the lesser of (x)
the Deficiency Amount and (y) either the Available Subordinated Amount or, in
the event of an Early Amortization Event (other than an Early Amortization
Event which has resulted in an Early Amortization Period which has ended as
described in clause (c) of the definition thereof), the Aggregate Available
Subordinated Amount on the related Determination Date. Following an Early
Amortization Event, any Required Subordination Draw Amount shall reduce the
Swap Available Subordinated Amount in its entirety before any reduction to the
Available Subordinated Amount.
SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds, Net Trust Swap Receipts and Available Investor Principal
Collections. The Servicer shall cause the Trustee to make the following
distributions on each Distribution Date:
(a) On each Distribution Date, an amount equal to the sum of Investor
Non-Principal Collections, any Investment Proceeds and payments in respect of
Net Trust Swap Receipts, if any, with respect to such Distribution Date will be
distributed in the following priority:
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(i) first, an amount equal to Monthly Interest for such Distribution
Date (net of any Net Trust Swap Receipts not required to be paid on such
date), plus any payments in respect of Net Trust Swap Receipts, if any,
plus the amount of any Monthly Interest previously due but not deposited
in the Interest Funding Account or distributed to the Series 1996-1
Certificateholders on a prior Distribution Date, plus the amount of any
Additional Interest for such Distribution Date and any Additional Interest
previously due but not deposited in the Interest Funding Account or
distributed to the Series 1996-1 Certificateholders on a prior
Distribution Date, shall be deposited to the Interest Funding Account;
then, the Net Trust Swap Payment, if any, shall be paid to the Swap
Counterparty;
(ii) second, an amount equal to the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be distributed to the
Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(iii) third, an amount equal to the Reserve Fund Deposit Amount, if
any, for such Distribution Date shall be deposited in the Reserve Fund;
(iv) fourth, an amount equal to the Investor Default Amount for such
Distribution Date shall be treated as a portion of Investor Principal
Collections for such Distribution Date; and
(v) fifth, the balance, if any, shall constitute Excess Servicing and
shall be allocated and distributed as set forth in Section 4.10.
(b) On each Distribution Date with respect to the Revolving Period,
an amount equal to Available Investor Principal Collections deposited in the
Collection Account for the related Collection Period shall be applied in the
following priority:
(i) first, if (A) the Pool Balance at the end of the preceding
Collection Period is less than the Pool Balance at the end of the second
preceding Collection Period and (B) the Pool Balance at the end of the
preceding Collection Period is less than the Required Participation Amount
for such Distribution Date (calculated before giving effect to any
deposits to the Excess Funding Account and any excess funding account for
any other Series in their revolving periods to be made on such
Distribution Date), then the Servicer shall cause to be deposited into the
Excess Funding Account an amount which will reduce the Invested Amount
such
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that, together with the deposits to the excess funding accounts (and the
resulting reductions in the invested amounts) for other outstanding Series
in their revolving periods for such Distribution Date, the Pool Balance is
equal to the Required Participation Amount, and
(ii) second, an amount equal to the balance (such balance being part
of "Excess Principal Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance with Section 4.04 of
the Agreement.
For purposes of determining the amount to be applied pursuant to subparagraph
(i) above, allocations of the amounts to be deposited in the Excess Funding
Account and the excess funding account for other outstanding Series shall be
made pro rata on the basis of the invested amounts (including the Invested
Amount) for such Series.
If the Servicer has elected in respect of a Collection Period to make
withdrawals from the Excess Funding Account on a daily or weekly basis pursuant
to Section 4.13(b), then deposits into the Excess Funding Account required by
this Section 4.06(b) shall be made on each Business Day in such Collection
Period (if daily withdrawals and deposits have been elected) or on each
Wednesday (or the next succeeding Business Day if such Wednesday is not a
Business Day) in such Collection Period (if weekly withdrawals and deposits
have been elected). In the case of such election, the Pool Balance referred to
in clause (B) above shall be the Pool Balance on the preceding Business Day, in
the case of an election to make daily deposits and withdrawals, and on the
Monday next preceding the related Wednesday, in the case of an election to make
weekly deposits and withdrawals.
(c) On each Distribution Date with respect to the Accumulation Period
or an Early Amortization Period, an amount equal to Available Investor
Principal Collections will be distributed in the following priority:
(i) first, an amount equal to Monthly Principal for such Distribution
Date shall be deposited by the Servicer or the Trustee into the Principal
Funding Account; and
(ii) second, for each Distribution Date with respect to the
Accumulation Period unless an Early Amortization Event has occurred, after
giving effect to the deposit referred to in clause (i) above, an amount
equal to the balance (such balance being part of "Excess Principal
Collections"), if any, of such Available Investor Principal Collections
shall be applied in accordance with Section 4.04 of the Agreement and
Section 4.11 hereof.
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SECTION 4.07. Distributions to Series 1996-1 Certificateholders.
(a) The Servicer shall cause the Trustee to make the following distributions
at the following times from the Interest Funding Account, the Principal Funding
Account and the Excess Funding Account:
(i) on each Semi-Annual Payment Date and on each Special Payment
Date, all amounts on deposit in the Interest Funding Account (other than
Investment Proceeds) shall be distributed to the Series 1996-1
Certificateholders to pay accrued interest on the Series 1996-1
Certificates plus any accrued Additional Interest that has not been
previously distributed to the Series 1996-1 Certificateholders;
(ii) on each Special Payment Date and on the Expected Final Payment
Date, all amounts on deposit in the Principal Funding Account, the Excess
Funding Account and (after giving effect to the application pursuant to
Section 4.07(a)(i)) the Interest Funding Account, up to a maximum amount
on any such day equal to the excess of the outstanding principal balance
of the Series 1996-1 Certificates over the unreimbursed Investor
Charge-Offs, shall be distributed to the Series 1996-1 Certificateholders;
and
(iii) on each Distribution Date following an Asset Composition Event,
the Asset Composition Amount will be distributed to Series 1996-1
Certificateholders as set forth in Section 4.12(b) of this Series
Supplement.
(b) [Reserved].
(c) The distributions to be made pursuant to this Section are subject
to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the Agreement and
Sections 8.01 and 8.02 of this Series Supplement.
SECTION 4.08. Application of Reserve Fund and Available Subordinated
Amount. (a) If the portion of Investor Non-Principal Collections, Investment
Proceeds and Net Trust Swap Receipts, if any, allocated to Series 1996-1
Certificateholders on any Distribution Date pursuant to Section 4.06(a) is not
sufficient to make the entire distributions required on such Distribution Date
by Section 4.06(a)(i), (ii) and (iv), the Servicer shall cause the Trustee to
withdraw funds from the Reserve Fund to the extent available therein, and apply
such funds to complete the distributions pursuant to Section 4.06(a)(i), (ii)
and (iv); provided, however, that during any Early Amortization Period (other
than an Early Amortization Period which has ended as described in clause (c) of
the definition thereof) funds shall not be withdrawn from the Reserve
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Fund to make distributions otherwise required by Section 4.06(a)(iv) to the
extent that, after giving effect to such withdrawal, the amount on deposit in
the Reserve Fund shall be less than $[ ].
(b) If there is a Required Subordination Draw Amount for such
Distribution Date, the Servicer shall, subject to the following paragraph,
apply or cause the Trustee to apply the Available Seller's Collections on
deposit in the Collection Account on such Distribution Date, but only up to the
amount of the Required Subordination Draw Amount, to make up the shortfall in
the distributions required by Sections 4.06(a)(i), (ii) and (iv) that have not
been made through the application of funds from the Reserve Fund in accordance
with Section 4.08(a). Any such Available Seller's Collections remaining after
the application thereof pursuant to the preceding sentence shall be treated as
a portion of Investor Principal Collections for such Distribution Date, but
only up to the amount of unpaid Adjustment Payments allocated to Series 1996-1
as described in Section 4.05(a)(vi). The amount of the Available Sellers
Collections applied in accordance with the two preceding sentences shall reduce
(i) if an Early Amortization Event shall have occurred, first the Swap
Available Subordinated Amount to the extent thereof and then the Available
Subordinated Amount, or (ii) if an Early Amortization Event shall not have
occurred, the Available Subordinated Amount as described in clause (i)(x)(A) of
the definition thereof. If the Required Subordination Draw Amount exceeds
Available Seller's Collections for such Distribution Date, (i) the Swap
Available Subordinated Amount to the extent thereof and then the Available
Subordinated Amount or (ii) the Available Subordinated Amount, as the case may
be, shall be further reduced by the amount of such excess, but not by more than
the sum of (x) the Investor Default Amount and (y) the amount of unpaid
Adjustment Payments allocated to Series 1996-1 as described in Section
4.05(a)(vi).
If for such Distribution Date the sum of the Required Subordination
Draw Amount and the aggregate of the required subordination draw amounts for
all other Series outstanding exceeds the Available Seller's Collections on
deposit in the Collection Account on such Distribution Date, then such
Available Seller's Collections shall be allocated to such Series (including
Series 1996-1) pro rata on the basis of such required subordination draw
amounts (including the Required Subordination Draw Amount).
(c) After giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund made pursuant to Sections 4.01(c), 4.04,
4.06(a) and 4.08(a) and (d), (i) if the amount in the Reserve Fund is greater
than the Reserve
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Fund Required Amount (or, for any Distribution Date with respect to an Early
Amortization Period, the Excess Reserve Fund Required Amount) for such
Distribution Date, then the Servicer shall cause the Trustee to distribute
such excess amount to the Seller and (ii) if the amount in the Reserve Fund is
less than such Reserve Fund Required Amount, then the Trustee shall, subject to
the following paragraph, deposit any remaining Available Seller's Collections
on deposit in the Collection Account for such Distribution Date after giving
effect to paragraph (b) of Section 4.08 into the Reserve Fund until the amount
in the Reserve Fund is equal to such Reserve Fund Required Amount. On the
Termination Date, any funds in the Reserve Fund will be treated as Available
Investor Principal Collections. Upon payment in full of the outstanding
principal balance of the Series 1996-1 Certificates, any funds remaining on
deposit in the Reserve Fund shall be paid to the Seller.
If for such Distribution Date the sum of the amount required to be
deposited into the Reserve Fund and the aggregate of the amounts required to be
deposited into the reserve funds for all other Series outstanding exceeds the
Available Seller's collections that remain available to make such deposits on
such Distribution Date, then such remaining Available Seller's Collections
shall be allocated to such Series (including Series 1996-1) pro rata on the
basis of the amounts required to be deposited in each such reserve fund
(including the Reserve Fund).
(d) If, for any Distribution Date with respect to an Early
Amortization Period, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund and the reserve funds for other Series
made pursuant to Sections 4.01(c), 4.04, 4.06(a) and 4.08(a), the amount in the
Reserve Fund is less than the Excess Reserve Fund Required Amount for such
Distribution Date, the Trustee shall, subject to the following paragraph,
deposit any remaining Available Seller's Collections on deposit in the
Collection Account for such Distribution Date into the Reserve Fund until the
amount in the Reserve Fund is equal to such Excess Reserve Fund Required
Amount.
If for any Distribution Date the sum of the amount required to be
deposited into the Reserve Fund to fund the Excess Reserve Fund Required Amount
and the aggregate of the amounts required to be deposited into the reserve
funds for all other Series outstanding to fund the excess reserve fund required
amounts for such Series exceeds the remaining Available Seller's Collections
available to make such deposits for such Distribution Date, then such remaining
Available Seller's Collections shall be allocated to such Series (including
Series 1996-1) pro rata on the basis of such amounts required to be deposited
in each such
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reserve fund (including the Reserve Fund) to fund the excess reserve fund
required amount.
(e) The balance of Available Seller's Collections on any Distribution
Date, after giving effect to any distributions thereof pursuant to Sections
4.08(b), (c) and (d) and the distributions in respect of other Series referred
to in Sections 4.08(b), (c) and (d), shall be distributed to the Seller on such
Distribution Date; provided that if the Trust Available Subordinated Amount for
the immediately preceding Determination Date exceeds the Seller's
Participation Amount on such date (determined after giving effect to any
Principal Receivables transferred to the Trust on such Distribution Date),
Section 4.08(c) hereof shall not apply and such balance of Available Seller's
Collections shall be deposited into the Reserve Fund to the extent of such
excess. Any remaining Available Seller's Principal Collections shall be paid
to the Seller.
SECTION 4.09. Investor Charge-Offs. If, on any Distribution
Date on which the Available Subordinated Amount on the preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on such Distribution Date) is zero and the Deficiency
Amount for such Distribution Date is greater than zero, the Invested Amount
shall be reduced by the amount of the excess of such Deficiency Amount over any
remaining Available Subordinated Amount on such Determination Date, but not by
more than the Investor Default Amount. Investor Charge-Offs shall thereafter
be reimbursed and the Invested Amount increased (but not by an amount in excess
of the aggregate unreimbursed Investor Charge-Offs) on any Distribution Date by
the sum of (a) Allocable Miscellaneous Payments with respect to such
Distribution Date and (b) the amount of Excess Servicing allocated and
available for that purpose pursuant to Section 4.10(a).
SECTION 4.10. Excess Servicing. The Servicer shall cause the Trustee
to apply, on each Distribution Date, Excess Servicing with respect to the
Collection Period immediately preceding such Distribution Date, to make the
following distributions in the following priority:
(a) an amount equal to the aggregate amount of Investor Charge-Offs
which have not been previously reimbursed as provided in Section 4.09
(after giving effect to the allocation on such Distribution Date of any
amount for that purpose pursuant to Section 4.09) shall be treated as a
portion of Available Investor Principal Collections with respect to such
Distribution Date;
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34
(b) an amount equal to the aggregate outstanding amounts of the
Certificateholders Monthly Servicing Fee which have been previously waived
pursuant to Section 3.01 shall be distributed to the Servicer; and
(c) the balance, if any, shall be distributed to the Seller.
SECTION 4.11. Excess Principal Collections.
"Series 1996-1 Excess Principal Collections", with respect to any
Distribution Date, shall mean Excess Principal Collections for such
Distribution Date in an amount equal to the lesser of (a) the Series 1996-1
Principal Shortfall, if any, for such Distribution Date and (b) an amount equal
to the product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series
1996-1 Principal Shortfall for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all Series for such
Distribution Date. The Series 1996-1 Principal Shortfall, with respect to any
Distribution Date, shall equal the excess of (i) (x) for any Distribution Date
with respect to the Accumulation Period, the Controlled Distribution Amount or
(y) for any Distribution Date with respect to an Early Amortization Period, the
Invested Amount, over (ii) Available Investor Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Excess
Principal Collections).
SECTION 4.12. Asset Composition Event. (a) "Asset Composition Event"
shall mean and will occur if during the revolving period for any Series (a) the
sum of all Eligible Investments and amounts on deposit in all Series Accounts
represents more than 25% of the Trust Assets on each of twelve or more
consecutive Determination Dates; or (b) on each of any two consecutive
Determination Dates the sum of all Eligible Investments and amounts on deposit
in all Series Accounts represents more than 45% of the total assets of the
Trust in each case, after giving effect to all payments made or to be made on
the Distribution Date next succeeding each such respective Determination Date.
No Asset Composition Event will arise, and any pre-existing Asset Composition
Event will be of no further effect, following the beginning of the Accumulation
Period or the Early Amortization Period.
(b) Upon the occurrence of an Asset Composition Event, the Servicer
shall calculate the minimum additional amount that would be necessary to be
paid out of the Series 1996-1 Accounts
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35
on the next Distribution Date to achieve compliance with the percentages set
forth in Sections 4.12 (a)(i) and (ii), after giving effect to such additional
payment and to all other payments that would otherwise have been made on such
Distribution Date pursuant to Section 4.06 and Section 4.07, and interest on
and principal of the Series 1996-1 Certificates will become payable on such
Distribution Date, and the Servicer shall cause the Trustee to make such
payment in the amount required (the "Asset Correction Amount") to achieve
compliance with the percentages set forth in Sections 4.12(a)(i) and (ii) by
applying amounts on deposit in the Interest Funding Account and the Excess
Funding Account in the following order of priority:
(i) first, amounts shall be withdrawn from the Interest Funding
Account to pay all or a portion of accrued but unpaid interest on the
Certificates; and
(ii) second, amounts shall be withdrawn from the Excess Funding
Account to repay a portion of the outstanding principal balance of the
Certificates.
SECTION 4.13. Excess Funding Account. (a) Any funds on deposit in
the Excess Funding Account at the beginning of the Accumulation Period or upon
the occurrence of an Early Amortization Event will be deposited in the
Principal Funding Account. In addition, no funds will be deposited in the
Excess Funding Account during the Accumulation Period or any Early Amortization
Period.
(b) If (i) on any Determination Date during the Revolving Period there
are any funds in the Excess Funding Account and (ii) the Pool Balance at the
end of the preceding Collection Period is greater than the Pool Balance at the
end of the second preceding Collection Period, then, subject to the other
provisions of this Section 4.13(b) and to Sections 4.13(c) and (d), the
Invested Amount and the invested amounts (but, in each case, not in excess of
the initial principal amount of such Series) for all other outstanding Series
that provide for an excess funding account or similar arrangement and are in
their revolving periods shall be increased such that, after giving effect to
such increases, the Required Participation Amount is at least equal to the Pool
Balance. On such Determination Date the Servicer shall notify the Trustee of
the amount, if any, of such increase in the Invested Amount and the Trustee
shall withdraw from the Excess Funding Account and pay to the Seller or
allocate to one or more other Series, on the immediately succeeding
Distribution Date, an amount equal to the amount of such increase in the
Invested Amount. Such payment shall be in payment or partial payment pursuant
to the Receivables Purchase Agreement for additional Principal Receivables
transferred to the Trust or
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allocated to Series 1996-1. To the extent that the Invested Amount is
increased by any payment to the Seller or any allocation to one or more other
Series, the Seller's Interest or such other Series' invested amount, as
applicable, shall be reduced by the amount of such payment. In addition, any
increase in the Invested Amount is subject to the condition that after giving
effect to such increase the Pool Balance equals or exceeds the sum of (A) the
Required Participation Amount (exclusive of the amount in clause (b) of the
definition thereof), (B) the sum of the Required Subordinated Amount and the
sum of the required subordinated amounts for all other Series (or, if such
other series shall have no required subordinated amount, the available
subordinated amount with respect to such Series) and (C) the sum of the Swap
Available Subordinated Amount and any other subordinated amounts supporting any
other Enhancement for all other Series. In connection with the foregoing, the
Seller shall endeavor (taking into account any seasonality experienced in the
Accounts in the Trust) to minimize the amounts on deposit, from time to time,
in the Excess Funding Account.
The Seller may elect to make such withdrawals from the Excess Funding
Account and the excess funding accounts or similar arrangements for other
Series on a daily or weekly basis during a Collection Period by giving the
Trustee notice of such election at least two Business Days and no more than
five Business Days prior to the commencement of such daily or weekly
withdrawals. If such election is made, then deposits into the Excess Funding
Account and excess funding accounts or similar arrangements for other Series
shall be made on a similar basis for the related Collection Period. If such
election is for withdrawals on a daily basis, then such withdrawals shall be
made on each Business Day and the Pool Balance to be referenced shall be the
Pool Balance on the next preceding Business Day. If such election is for
withdrawals on a weekly basis, then such withdrawals shall be made on each
Wednesday (or if such Wednesday is not a Business Day, then on the Business Day
next succeeding such Wednesday) and the Pool Balance to be referenced shall be
the Pool Balance on the preceding Monday.
(c) In the event that other Series issued by the Trust provide for
excess funding accounts or other arrangements similar to the Excess Funding
Account involving fluctuating levels of investments in Principal Receivables,
(i) the allocation of additional Principal Receivables to increase the Invested
Amount and the invested amounts of such other Series (and the related
withdrawals from the Excess Funding Account and the other excess funding or
similar accounts) will be based on the proportion that the amount on deposit in
the Excess Funding Account bears to amounts on deposit in the excess funding
accounts (including the Excess Funding Account) of all Series providing for
excess
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funding accounts or such similar arrangements or to amounts otherwise similarly
available and (ii) the deposit of amounts into the Excess Funding Account and
the excess funding accounts of such other Series will be pro rata based on the
proportion that the Invested Amount bears to the invested amounts (including
the Invested Amount) of all Series providing for excess funding accounts or
such similar arrangements.
(d) In the event that any other Series is in an amortization period,
early amortization period or accumulation period, the amounts of any
withdrawals from the Excess Funding Account shall be applied first to satisfy
in full any then applicable funding or payment requirements of such Series and
second to make a payment to the Seller. In the event that more than one other
Series is in an amortization period, early amortization period or accumulation
period, the amounts of any withdrawals from the Excess Funding Account shall be
allocated (and, if necessary, reallocated) among such Series as specified in
the related Series Supplement, to meet the funding or payment requirements of
each such Series first to satisfy in full all then applicable funding or
payment requirements of each such Series and second to make a payment to the
Seller.
ARTICLE V
Distributions and Reports to
Series 1996-1 Certificateholders
SECTION 5.01. Distributions. (a) On each Distribution Date, the
Trustee shall distribute to each Series 1996-1 Certificateholder of record on
the preceding Record Date (other than as provided in Section 12.02 of the
Agreement respecting a final distribution) such Certificateholder's pro rata
share (based on the aggregate fractional undivided interests represented by the
Series 1996-1 Certificates held by such Certificateholder) of the amounts on
deposit in the Series 1996-1 Accounts as is payable to the Series 1996-1
Certificateholders on such Distribution Date pursuant to Section 4.07.
(b) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series 1996-1 Certificateholders
hereunder shall be made by check mailed to each Series 1996-1 Certificateholder
at such Certificateholder's address appearing in the Certificate Register
without presentation or surrender of any Series 1996-1 Certificate or the
making of any notation thereon; provided, however, that with respect to Series
1996-1 Certificates registered in the name of a Depository, such distributions
shall be made to such Depository in immediately available funds.
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SECTION 5.02. Reports and Statements to Series 1996-1
Certificateholders. (a) At least two Business Days prior to each Distribution
Date, the Servicer will provide to the Trustee statements substantially in the
forms of Exhibits B-1 and B-2, and on each Distribution Date the Trustee shall
forward to each Series 1996-1 Certificateholder the statement substantially in
the form of Exhibit B-2 prepared by the Servicer setting forth certain
information relating to the Trust and the Series 1996-1 Certificates.
(b) A copy of each statement provided pursuant to paragraph (a) will
be made available for inspection at the Corporate Trust Office.
(c) On or before January 31, of each calendar year, beginning with
calendar year 1997, the Trustee shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 1996-1
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 1996-1
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Series 1996-1 Certificateholder, together with other information as is required
to be provided by an issuer of indebtedness under the Internal Revenue Code and
such other customary information as is necessary to enable the Series 1996-1
Certificateholders (or Certificate Owners) to prepare their tax returns. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect.
ARTICLE VI
Amortization Events
SECTION 6.01. Additional Amortization Events. The occurrence of any
of the following events shall, immediately upon the occurrence thereof without
notice or other action on the part of the Trustee or the Series 1996-1
Certificateholders, be deemed to be an Early Amortization Event solely with
respect to Series 1996-1:
(a) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than 20%;
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39
(b) on any Determination Date, the Available Subordinated Amount for
the next Distribution Date will be less than the Required Subordinated
Amount on such Determination Date, after giving effect to the
distributions to be made on the next Distribution Date;
(c) any Servicer Default with respect to Series 1996-1 occurs;
(d) on any Determination Date, as of the last day of the preceding
Collection Period, the aggregate amount of Principal Receivables relating
to Used Vehicles exceeds 10% of the Pool Balance on such last day;
(e) the Interest Rate Swap is terminated in accordance with its terms;
or
(f) the outstanding principal amount of the Certificates is not repaid
by the Expected Payment Date.
ARTICLE VII
Optional Repurchase
SECTION 7.01. Optional Repurchase. (a) On any Distribution Date
occurring after the date on which the Invested Amount is reduced to 10% of the
principal amount of the Certificates on the Closing Date or less, the Seller
shall have the option, subject to the condition set forth in paragraph (c), to
purchase the entire, but not less than the entire, Series 1996-1
Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.
(b) The Seller shall give the Servicer and the Trustee at least 10
days' prior written notice of the Distribution Date on which the Seller intends
to exercise such purchase option. Not later than 12:00 noon, New York City
time, on such Distribution Date the Seller shall deposit the Reassignment
Amount into the Collection Account in immediately available funds. Such
purchase option is subject to payment in full of the Reassignment Amount. The
Reassignment Amount shall be distributed as set forth in Section 8.01(b).
(c) If at the time the Seller exercises its purchase option hereunder
the Seller's long-term unsecured debt has a rating lower than the lowest
investment grade rating of the Rating Agency, the Seller shall deliver to the
Trustee on such Distribution Date an Opinion of Counsel (which must be an
independent outside counsel) to the effect that, in reliance on
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certain certificates to the effect that the Series 1996-1 Certificateholders'
Interest purchased by the Seller constitutes fair value for the consideration
paid therefor and as to the solvency of the Seller, the purchase of the Series
1996-1 Certificateholders' Interest would not be considered a fraudulent
conveyance under applicable law.
ARTICLE VIII
Final Distributions
SECTION 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.03 of the Agreement; Distributions Pursuant to Section 7.01 of the
Series Supplement or Section 2.03 or 12.02(c) of the Agreement. (a) The amount
to be paid by the Seller to the Collection Account with respect to Series
1996-1 in connection with a purchase of the Certificateholders' Interest
pursuant to Section 2.03 of the Agreement shall equal the Reassignment Amount
for the Distribution Date on which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or 8.01 of this Series Supplement
or Section 2.03 of the Agreement or any Termination Proceeds deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement, the Trustee
shall, not later than 12:00 noon, New York City time, on the Distribution Date
on which such amounts are deposited (or, if such date is not a Distribution
Date, on the immediately following Distribution Date) (in the priority set
forth below): (i) first, (x) deposit the Invested Amount on such date into the
Principal Funding Account and (y) deposit the amount of accrued and unpaid
interest on the unpaid balance of the Certificates, plus the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest or Asset Composition Premium previously due but not deposited into the
Interest Funding Account or paid to Series 1996-1 Certificateholders on any
prior Distribution Date, into the Interest Funding Account, up to the
Reassignment Amount for Series 1996-1 and (ii) second, pay the remainder of any
Termination Proceeds to the Seller.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, the entire amount deposited in the Principal Funding Account
and the Interest Funding Account pursuant to Section 7.01 or 8.01 and all other
amounts on deposit therein shall be distributed in full to the Series 1996-1
Certificateholders on such date and any distribution made pursuant to paragraph
(b) above shall be deemed to be a final
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distribution pursuant to Section 12.02 of the Agreement with respect to Series
1996-1.
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement. (a)
Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an amount
equal to the Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to the Series 1996-1 Allocation Percentage of
Principal Collections and deposit such amount in the Principal Funding Account,
provided that the amount of such deposit shall not exceed the product of (x)
the portion of the Insolvency Proceeds allocated to the Series 1996-1
Allocation Percentage of Principal Collections and (y) 100% minus the Excess
Seller's Percentage with respect to the related Collection Period. The
remainder of the portion of the Insolvency Proceeds allocated to the Series
1996-1 Allocation Percentage of Principal Collections shall be allocated to the
Seller's Interest and shall be released to the Seller on such Distribution
Date.
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) deduct an amount equal to the sum of (i) Monthly Interest for such
Distribution Date, (ii) any Monthly Interest previously due but not deposited
into the Interest Funding Account on any prior Distribution Date, (iii) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Interest Funding
Account on a prior Distribution Date, from the portion of the Insolvency
Proceeds allocated to the Series 1996-1 Allocation Percentage of Non-Principal
Collections and deposit such amount in the Interest Funding Account, provided
that the amount of such distribution shall not exceed (x) the product of (A)
the portion of the Insolvency Proceeds allocated to the Series 1996-1
Allocation Percentage of Non-Principal Collections and (B) 100% minus the
Excess Seller's Percentage. The remainder of the portion of the Insolvency
Proceeds allocated to Non-Principal Collections shall be allocated to the
Seller's Interest and shall be released to the Seller on such Distribution
Date.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, the entire amount deposited in the Principal Funding Account
and the Interest Funding Account
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pursuant to this Section and all other amounts on deposit therein shall be
distributed in full to the Series 1996-1 Certificateholders on the Distribution
Date on which funds are deposited pursuant to this Section (or, if not so
deposited on a Distribution Date, on the immediately following Distribution
Date) and any distribution made pursuant to this Section shall be deemed to be
a final distribution pursuant to Section 12.02 of the Agreement with respect to
Series 1996-1.
ARTICLE IX
Miscellaneous Provisions
SECTION 9.01. Execution and Delivery of the Interest Rate Swap. On
the Closing Date the Trustee shall execute and deliver the Interest Rate Swap.
On the Closing Date the Seller shall contribute the amount of the Initial
Exchange Amount (as defined in the Interest Rate Swap) to the Trust by paying
such amount to the Swap Counterparty on behalf of the Trust.
SECTION 9.02. Registration of the Series 1996-1 Certificates under
the Securities Exchange Act of 1934. The Seller shall cause the Series 1996-1
Certificates to be registered under the Securities Exchange Act of 1934, as
amended, on or before [January 17, 1996] and thereafter maintain such
registration until the Series 1996-1 Certificates are no longer outstanding.
SECTION 9.03. Ratification of Agreement. As supplemented by this
Series Supplement, the Agreement is in all respects ratified and confirmed and
the Agreement as so supplemented by this Series Supplement shall be read, taken
and construed as one and the same instrument.
SECTION 9.04. Counterparts. This Series Supplement may be executed
in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument.
SECTION 9.05. Governing Law. This Series Supplement shall be
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
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IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Series Supplement to be duly executed by their respective officers
as of the day and year first above written.
FORD CREDIT AUTO RECEIVABLES
CORPORATION,
Seller
By:______________________________
Name:
Title:
FORD MOTOR CREDIT COMPANY,
Servicer
By:______________________________
Name:
Title:
CHEMICAL BANK,
Trustee
By:______________________________
Name:
Title:
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EXHIBIT A
FORM OF FACE OF CERTIFICATE
Initial
REGISTERED Principal Balance: */
$_________________________
Certificate No. R-[ ] CUSIP NO.
[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1996-1
[]% AUTO LOAN
ASSET BACKED CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
FORD CREDIT AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of Ford Motor Credit Company ("Ford Credit") meeting certain
eligibility criteria. This certificate (a "Certificate") does not represent
any interest in, or obligation of, Ford Credit Auto Receivables Corporation
("FCAR" or the "Seller"), Ford Credit or any affiliate thereof.
______________________
*/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
45
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement referred to
on the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.
FORD CREDIT AUTO RECEIVABLES
CORPORATION
By:_________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
____________________________,
as Trustee,
by_____________________________
Authorized Officer
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46
FORM OF THE REVERSE OF CERTIFICATE
This certifies that _________________________ (the "Series 1996-1
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the FORD CREDIT AUTO LOAN MASTER TRUST (the "Trust")
created pursuant to a Pooling and Servicing Agreement (the "P&S") dated as of
December 31, 1991, as supplemented by the Series 1996-1 Series Supplement dated
as of December 31, 1995, among Ford Credit Auto Receivables Corporation
("FCAR"), as Seller (the "Seller"), Ford Motor Credit Company ("Ford Credit"),
as servicer (the "Servicer"), and Chemical Bank, as trustee (the "Trustee"),
that are allocated to the Series 1996-1 Certificateholders' Interest pursuant
to the P&S and the Series Supplement. The P&S and the Series Supplement are
hereinafter collectively referred to as the Pooling and Servicing Agreement.
The corpus of the Trust will include (a) all of the Seller's right,
title and interest in, to and under the Receivables in each Account and all
Collateral Security with respect thereto owned by the Seller at the close of
business on the Cut-Off Date, in the case of the Initial Accounts, and on the
applicable Additional Cut-Off Date, in the case of Additional Accounts, and all
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Michigan and Recoveries) thereof, (b) all of the
Seller's rights, remedies, powers and privileges with respect to such
Receivables under the Receivables Purchase Agreement, (c) all of the Seller's
right, title and interest in, to and under the Receivables in each Account and
all Collateral Security with respect thereto owned by the Seller at the close
of business on each Transfer Date and not theretofore conveyed to the Trust,
all monies due or to become due and all amounts received with respect thereto
and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC
as in effect in the State of Michigan and Recoveries) thereof, (d) all monies
on deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Seller's
Certificate will be issued pursuant to the Pooling and Servicing Agreement
which will represent the Seller's Interest in the Trust. The Seller's
Certificate will represent the interest in the Trust Assets not represented by
the Investor Certificates.
The Receivables consist of advances made directly or indirectly by
Ford Credit to domestic automobile dealers franchised by Ford Motor Company
and/or other automobile manufacturers or distributors.
3
47
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 1996-1 Certificateholder
by virtue of the acceptance hereof assents and is bound. Although a summary of
certain provisions of the Pooling and Servicing Agreement is set forth below,
this Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Pooling and Servicing Agreement (without schedules)
may be requested from the Trustee by writing to the Trustee at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and
the Series 1996-1 Certificates have been (or will be) issued with the intention
that the Series 1996-1 Certificates will qualify under applicable tax law as
indebtedness of FCAR secured by the Receivables. The Seller, each Beneficiary
and each Certificateholder and Certificate Owner, by the acceptance of its
Certificate or Book-Entry Certificate, as applicable, agrees to treat the
Series 1996-1 Certificates as indebtedness of FCAR secured by the Receivables
for Federal income taxes, state and local income, single business and franchise
taxes and any other taxes imposed on or measured by income.
On each Distribution Date, the Trustee shall distribute to each Series
1996-1 Certificateholder of record at the close of business [on the day
preceding such Distribution Date]1 [the last day of the month preceding the
month in which such Distribution Date occurs]2 (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional undivided
interest represented by the Series 1996-1 Certificates held by such
Certificateholder, except as otherwise provided in the Pooling and Servicing
Agreement) of such amounts
____________________
1 Applicable to Book-Entry Certificates.
2 Applicable to Definitive Certificates.
4
48
on deposit in the Collection Account or the Series 1996-1 Accounts as are
payable in respect of the Series 1996-1 Certificates pursuant to the Pooling
and Servicing Agreement. Distributions with respect to this Certificate will
be made by the Trustee by check mailed to the address of the Certificateholder
of record appearing in the Certificate Register without the presentation or
surrender of this Certificate or the making of any notation thereon (except for
the final distribution in respect of this Certificate) except that with respect
to Series 1996-1 Certificates registered in the name of a Depository, including
Cede & Co., the nominee for The Depository Trust Company, distributions will be
made in immediately available funds. Final payment of this Certificate will be
made only upon presentation and surrender of this Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee
to the Certificateholder in accordance with the Pooling and Servicing
Agreement.
On the Distribution Date occurring after the Invested Amount is
reduced to 10% of the original principal amount of the Certificates or less,
the Seller has the option, subject to the condition set forth in Section
7.01(c) of the Series Supplement, to purchase the entire Series 1996-1
Certificateholders' Interest in the Trust. The purchase price will be equal to
the Reassignment Amount (as defined in the Series Supplement).
This Certificate does not represent an obligation of, or an interest
in, Ford Motor Company, the Seller, the Servicer, or any affiliate of any of
them and is not insured or guaranteed by any governmental agency or
instrumentality. This Certificate is limited in right of payment to certain
Collections with respect to the Receivables (and certain other amounts), all as
more specifically set forth herein and in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by
the Servicer, the Seller and the Trustee, without the consent of any of the
Series 1996-1 Certificateholders, so long as any such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of the Certificateholders of any outstanding Series. The Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Trustee's rights, duties or immunities under the Pooling and Servicing
Agreement or otherwise. Notwithstanding anything contained therein to the
contrary, the Trustee, with the consent of any Enhancement Providers, may at
any time and from time to time amend, modify or supplement the form of
Distribution Date Statement.
5
49
The Pooling and Servicing Agreement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the Trustee with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the certificates of the Investor Certificates of all
adversely affected Series, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Investor
Certificateholders; provided, however, that no such amendment to the Pooling
and Servicing Agreement shall (i) reduce in any manner the amount of or delay
the timing of distributions to be made to Investor Certificateholders or
deposits of amounts to be so distributed without the consent of each such
affected Investor Certificateholder; (ii) change the definition or the manner
of calculating any certificateholders' interest without the consent of each
affected Investor Certificateholder; (iii) reduce the amount available under
any Enhancement without the consent of each affected Investor
Certificateholder; (iv) adversely affect the rating of any Series or class by
each Rating Agency without the consent of the holders of certificates of such
Series or class evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or Class; or (v)
reduce the aforesaid percentage required to consent to any such amendment
without the consent of 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
1996-1 Certificates of authorized denominations evidencing the same aggregate
fractional undivided interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Series 1996-1 Certificates are
exchangeable for new Series 1996-1 Certificates
6
50
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.
7
51
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.
8
52
EXHIBIT B-1
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of collections, the aggregate amount of Interest
Collections and the aggregate amount of Principal Collections processed during
the immediately preceding Collection Period;
(b) The Floating Allocation Percentage and the Principal Allocation
Percentage for such Collection Period;
(c) The total amount, if any, distributed on the Series 1996-1
Certificates;
(d) The amount of such distribution allocable to principal on the Series
1996-1 Certificates;
(e) The amount of such distribution allocable to interest on the 1995-1
Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;
(h) The amount of the Investor Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the preceding Collection
Period;
(j) The Invested Amount, the Excess Funding Amount and the outstanding
principal balance of the Series 1996-1 Certificates for such distribution
(after giving effect to all distributions which will occur on such Distribution
Date);
(k) The "pool factor" for the Series 1996-1 Certificates as of the
Determination Date with respect to such Distribution Date (consisting of an
eight-digit decimal expressing the Invested Amount as of such Determination
Date (determined after taking into account any reduction in the Invested Amount
which will occur on such Distribution Date) as a proportion of the Initial
Invested Amount);
(l) The Available Subordinated Amount for such Determination Date;
53
(m) The Reserve Fund balance for such date;
(n) The Collection Account balance with respect to such date; and
(o) A list of the Accounts that are in "Status".
54
EXHIBIT B-2
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of collections, the aggregate amount of Interest
Collections and the aggregate amount of Principal Collections processed during
the immediately preceding Collection Period;
(b) The Floating Allocation Percentage and the Principal Allocation
Percentage for such Collection Period;
(c) The total amount, if any, distributed on the Series 1996-1
Certificates;
(d) The amount of such distribution allocable to principal on the Series
1996-1 Certificates;
(e) The amount of such distribution allocable to interest on the 1995-1
Certificates;
(f) The Investor Default Amount for such Distribution Date;
(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;
(h) The amount of the Investor Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period;
(i) The amount of the Monthly Servicing Fee for the preceding Collection
Period;
(j) The Invested Amount, the Excess Funding Amount and the outstanding
principal balance of the Series 1996-1 Certificates for such distribution
(after giving effect to all distributions which will occur on such Distribution
Date);
(k) The "pool factor" for the Series 1996-1 Certificates as of the
Determination Date with respect to such Distribution Date (consisting of an
eight-digit decimal expressing the Invested Amount as of such Determination
Date (determined after taking into account any reduction in the Invested Amount
which will occur on such Distribution Date) as a proportion of the Initial
Invested Amount);
(l) The Available Subordinated Amount for such Determination Date;
(m) The Reserve Fund balance for such date; and
(n) The Collection Account balance with respect to such date.
55
SCHEDULE 1
Name of Series Depository Institution*
1995-1 Account and Account No.
-------------- --------------------------
Interest Funding Account [ ]
Principal Funding Account [ ]
Excess Funding Account [ ]
Reserve Fund [ ]
* Chemical Bank
