EXHIBIT 4.5
FORM OF
, dated as of [ ], 199[ ] (the
""), by and among Chrysler Financial Corporation
("CFC"), U.S. Auto Receivables Company ("USA"), The Bank of New York, as
Trustee under the below-mentioned Pooling and Servicing Agreement (in its
capacity as trustee, the "Trustee", and in its capacity as remarketing
coordinator, the "Remarketing Coordinator") and [ ] (in its capacity as
underwriter, the "Underwriter" and in its capacity as remarketing
broker-dealer, the "Remarketing Broker-Dealer").
WHEREAS USA expects to cause the CARCO Auto Loan Master
Trust (the "Trust") to issue $[ ] principal amount of Floating Rate Auto
Loan Asset Backed Certificates, Series 199[ - ], consisting of $[ ]
principal amount of [Class A-1] [Money Market Extendible Certificates],
Series 199[ - ] (the "Certificates" and any holder of such Certificates, a
"Certificateholder"), and $[ ] principal amount of [Class A-2] [Medium
Term Certificates, Series 199[ - ] (the "Class A-2 Certificates")], pursuant
to and with the rights assigned to them in the Pooling and Servicing
Agreement dated as of May 31, 1991, as assigned by Chrysler Auto Receivables
Company ("CARCO") to USA on August 8, 1991 (as assigned and as supplemented
and amended from time to time, the "P&S"), among CARCO, USA, as Seller,
Chrysler Credit Corporation, which has been succeeded by CFC, as Servicer,
and Manufacturers and Traders Trust Company, which has been succeeded by the
Trustee, and the series 199[ - ] Supplement to the P&S dated as of [ ], 199[
] (the "Supplement") among the Seller, CFC and the Trustee (the P&S and the
Supplement collectively referred to as the "Pooling and Servicing
Agreement");
WHEREAS the Certificates will initially be sold to and
purchased by the Underwriter pursuant to the terms and conditions of an
Underwriting Agreement (the "Underwriting Agreement"), dated [ ], 199[ ],
among USA, CFC and the Underwriter;
WHEREAS USA has requested that [ ] act
as the Remarketing Broker-Dealer under this Agreement to remarket
Certificates which are the subject of an Election Notice in a Remarketing on
behalf of the Certificateholders from time to time who wish to sell the
related Certificates in a Remarketing, all in accordance with the terms of
this Agreement, including the Remarketing Procedures described in
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Annex A hereto and in accordance with the Pooling and Servicing Agreement;
WHEREAS USA has requested the Remarketing Coordinator to
manage each Remarketing in accordance with the terms of this Agreement,
including the Remarketing Procedures described in Annex A hereto, and the
Pooling and Servicing Agreement; and
WHEREAS the Remarketing Broker-Dealer and the Remarketing
Coordinator are willing to assume such duties on the terms and conditions
expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the terms and conditions herein set forth, the
parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not
defined in this Agreement, including Annex A hereto, shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
Section 2. Appointment and Obligations of the Remarketing
Broker-Dealer and the Remarketing Coordinator. (a) USA hereby requests that [
] act, and [ ] hereby agrees to act, as Remarketing Broker-Dealer for the
purpose of remarketing Certificates from time to time on behalf of the
Certificateholders and performing such other duties as are assigned to the
Remarketing Broker-Dealer herein and in the Pooling and Servicing Agreement,
all in accordance with and pursuant to the procedures set forth herein and in
the Pooling and Servicing Agreement.
(b) The Remarketing Broker-Dealer may, in its sole
discretion, but shall not be obligated to, remarket Certificates which are
the subject of an Election Notice in a Remarketing and the Remarketing
Broker-Dealer agrees to carry out such other duties as are assigned to it
herein, all in accordance with the provisions of this Agreement.
(c) USA hereby requests that the Trustee act, and the
Trustee hereby agrees to act, as the Remarketing Coordinator to perform the
duties and obligations assigned to it herein and in the Pooling and Servicing
Agreement in accordance with and pursuant to the procedures set forth herein
and therein.
Section 3. Annual Adjustment; Certain Expenses.
On the Business Day following the Distribution Date in [ ] of
each of 199[ ], 199[ ] and 199[ ] (each,
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an "Annual Adjustment Date"), the Remarketing Broker-Dealer shall deliver an
amount equal to the Annual Adjustment to USA by wire transfer of immediately
available funds to such account or accounts as the Seller may specify from
time to time. "Annual Adjustment" means, with respect to any Annual
Adjustment Date, an amount equal to the product of (x) the aggregate initial
principal amount of Certificates as to which the [Class A-1 Revolving Period]
ended during any of the twelve Interest Periods immediately preceding such
Annual Adjustment Date, as the result of a Purchase Option with respect to
such Certificate not being exercised, and (y) the Rebate Percentage
applicable on such Annual Adjustment Date. The Rebate Percentage for each of
the three Annual Adjustment Dates shall be: .[ ]%, .[ ]% and .[ ],
respectively. The foregoing calculations shall be made by the Remarketing
Broker-Dealer and shall be conclusive absent manifest error. Notwithstanding
the foregoing, the Remarketing Broker-Dealer shall not have any obligation to
pay the Annual Adjustment with respect to Certificates (i) as to which the
[Class A-1 Revolving Period] ended as a result of the occurrence of an Early
Amortization Event or (ii) for which the first distribution of [Special Class
A-1 Monthly Principal] is due on the [ ] 199[ ] Distribution Date.
Section 4. Dealing in the Certificates; Redemption of the
Remarketing Broker-Dealer's Certificates. (a) The Remarketing Broker-Dealer,
when acting as Remarketing Broker-Dealer or in its individual or any other
capacity, may, to the extent permitted by law, buy, sell, own, hold and deal
in any of the Certificates, either as principal or as agent. The Remarketing
Broker-Dealer is not obligated to purchase any Certificates that would
otherwise remain unsold in a Remarketing. The Remarketing Broker-Dealer may
sell Certificates which it owns during a Remarketing Period without giving
preference to Certificates as to which an Election Notice has been delivered.
(b) The Remarketing Broker-Dealer may exercise any vote or
join in any action which any Holder or Owner of Certificates may be entitled
to exercise or take pursuant to the terms and conditions contained herein and
in the Pooling and Servicing Agreement with like effect as if it did not act
in any capacity hereunder. The Remarketing Broker-Dealer, in its individual
capacity, either as principal or agent, may also engage in or have an
interest in any financial or other transaction with USA, CARCO, the
Remarketing Coordinator or the Trustee or any of their respective Affiliates
and may act as depository, trustee or agent for any committee or body of
Owners of the Certificates or any obligations of USA, CARCO, the
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Remarketing Coordinator or the Trustee or any of their respective Affiliates
as freely as if it did not act in any capacity hereunder.
Section 5. Information. (a) If the Remarketing
Broker-Dealer determines that it is necessary (as evidenced by an opinion of
counsel, who may be an employee of the Remarketing Broker-Dealer) to use a
disclosure document in connection with the Remarketing of Certificates, the
Remarketing Broker-Dealer will notify USA, and USA will promptly provide to
the Remarketing Broker-Dealer the Prospectus distributed in connection with
the initial sale of the Certificates (as amended or supplemented by USA)
satisfactory to the Remarketing Broker-Dealer and its counsel in respect of
the Certificates (such Prospectus, as amended or supplemented, being referred
to herein as the "Disclosure Document"). USA will supply the Remarketing
Broker-Dealer with such number of copies of the Disclosure Documents as the
Remarketing Broker-Dealer reasonably requests from time to time. USA will
supplement and amend the Disclosure Documents so that at all times they will
not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements in the Disclosure Documents,
in the light of the circumstances under which they were made, not misleading.
The Remarketing Broker-Dealer agrees to provide USA with such information
relating to it as may be necessary for USA to fulfill its obligations under
this Section 5(a). USA acknowledges that such information relating to the
Remarketing Broker-Dealer consists only of the following information (x)
contained in the Prospectus relating to the Certificates: (i) the last
paragraph of the cover page, (ii) the legend at the top of page 2, (iii) the
second sentence under "Special Considerations--Limited Liquidity", and (y)
the statements in the related Prospectus Supplement under the heading
"Underwriting".
(b) In addition, USA agrees to furnish to the Remarketing
Broker-Dealer: (i) all notices and other communications required to be
delivered by USA or an Affiliate thereof to any party under the Pooling and
Servicing Agreement and each report or other document mailed or made
available to Holders or Owners of Certificates (including all "Annual
Servicer's Certificates" delivered pursuant to Section 3.05 of the P&S), (ii)
notice of the purchase of Certificates, either in a Remarketing or otherwise,
by USA or an Affiliate thereof, (iii) notice of the occurrence of (A) the
downgrading or withdrawal of the rating of the Certificates [or the Class A-2
Certificates] by a nationally recognized statistical rating agency, (B) the
giving of notice of an election to exercise USA's
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option to repurchase all the Certificates [and the Class A-2 Certificates]
and (C) the amendment of the Pooling and Servicing Agreement, (iv) upon
request, complete and correct copies of publicly available portions of all
quarterly and annual financial reports of CFC and the Trust, (v) upon
request, the annual audited consolidated balance sheets of CFC, (vi) upon
request, all notices, reports or other communications received by USA from
the Trustee, the Clearing Agency or any other Person pursuant to or in
connection with the Pooling and Servicing Agreement and (vii) such other
information as the Remarketing Broker-Dealer reasonably requests from time
to time, in such form as the Remarketing Broker-Dealer reasonably requests,
relating to the Certificates or the financial condition of USA or any
Affiliate of USA to the extent such information is deemed by the Remarketing
Broker-Dealer to be necessary or appropriate to the performance by the
Remarketing Broker-Dealer of its services hereunder and to the extent such
information is available to USA. USA shall promptly provide the Remarketing
Broker-Dealer with as many copies of the foregoing materials and information
as the Remarketing Broker-Dealer reasonably requests from time to time.
(c) If, at any time during the term of this Agreement, any
event or condition relating to or affecting USA or any Affiliate of USA or
the Certificates shall occur which might affect the accuracy or completeness
of any statement of a material fact contained in any of the materials and
information referred to in paragraph (a) or (b) above or any document
incorporated therein by reference or any other materials or information made
publicly available by USA, USA shall promptly notify the Remarketing
Broker-Dealer in writing of the circumstances and details of such event or
condition.
(d) None of the information contained in any of the reports
or other documents mailed or made available to Holders or Owners of
Certificates (including all "Annual Servicer's Certificates" delivered
pursuant to Section 3.05 of the P&S) or filed by or on behalf of USA or any
Affiliate of USA with the Securities and Exchange Commission (including any
documents incorporated therein by reference) or any documents referred to in
Section 5(a) or 5(b) hereof (collectively, the "Remarketing Materials") shall
contain an untrue or misleading statement of material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading.
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Section 6. Conditions to the Remarketing Broker-Dealer's
Obligations. The obligations of the Remarketing Broker-Dealer under this
Agreement have been undertaken in reliance on (i) the due performance in all
material respects by USA of its obligations and agreements as set forth in
this Agreement, the Underwriting Agreement and the Pooling and Servicing
Agreement, (ii) the accuracy in all material respects as of the dates
specified therein of the representations and warranties contained in the
Underwriting Agreement and the Pooling and Servicing Agreement and (iii) the
further condition that none of the following events shall have occurred:
(a) the rating of the Certificates [or the Class A-2
Certificates] shall have been downgraded or withdrawn by a
nationally recognized statistical rating agency;
(b) USA shall have elected to exercise its repurchase
option with respect to the Certificates [and the Class A-2
Certificates];
(c) without the prior written consent of the Remarketing
Broker-Dealer (which consent shall not be unreasonably withheld),
the Pooling and Servicing Agreement shall have been amended in any
manner that in the opinion of the Remarketing Broker-Dealer
materially changes the rights of Certificateholders under the
Pooling and Servicing Agreement, the remarketability of the
Certificates or the Remarketing Procedures described in Annex A
hereto;
(d) there is a material misstatement or omission in any of
the Remarketing Materials or in any Disclosure Document that in the
opinion of the Remarketing Broker-Dealer (x) is not corrected within
a reasonable period of time and (y) materially changes the rights of
Certificateholders under the Pooling and Servicing Agreement or the
remarketability of the Certificates;
(e) an Early Amortization Event or Reinvestment Event shall
have occurred; or
(f) if at any time the Remarketing Broker-Dealer shall
determine for any reason that it is not advisable to remarket the
Certificates by reason of (A) a pending or proposed change in tax
laws applicable to the Certificates (which determination shall be
evidenced by an opinion of counsel), (B) a pending or proposed
change in laws resulting in the Certificates no longer
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being qualified as "Eligible Securities" as defined in Rule 2a-7
promulgated under the Investment Company Act of 1940 (which
determination shall be evidenced by an opinion of counsel), (C) a
material adverse change in the financial condition of USA, CFC or
Chrysler Corporation, (D) a banking moratorium under the laws of the
State of New York or the United States of America, (E) the
suspension or termination of trading in securities generally on the
New York Stock Exchange or the establishment of minimum prices on
such Exchange or (F) domestic or international hostilities; or
(g) CFC, USA or any affiliate thereof shall issue a Series
of certificates, backed by wholesale receivables, (A) having a
revolving period subject to automatic extension absent an election
to terminate such revolving period, and otherwise having the same
terms and legal final maturity of [ , ] or less, as the
Certificates, the (B) the interest rate of which is a percentage
over the Commercial Paper Rate or a comparable 30-day index and such
percentage exceeds [the Class A-1 Spread].
In the event of the failure of any of such conditions, the Remarketing
Broker-Dealer may immediately terminate its duties under this Agreement;
provided that, with respect to the failure of any such conditions specified
in clauses (f)(D), (f)(E) or (f)(F) above, the Remarketing Broker-Dealer may
immediately suspend its duties under this Agreement until the earlier to
occur of (x) the 180th day following the first occurrence of such failure or
(y) such time as such moratorium, suspension or termination or hostilities,
as the case may be, has ceased. If, on or after the 180th day following the
occurrence of such failure specified in clauses (f)(D), (f)(E) or (f)(F)
above, in the opinion of the Remarketing Broker-Dealer, the occurrence of
such event has materially changed the nature of the Certificates or the
remarketability thereof, the Remarketing Broker-Dealer may then immediately
terminate its duties hereunder.
Section 7. Indemnification. (a) USA and CFC jointly and
severally agree to indemnify and hold harmless the Remarketing Broker-Dealer
and each person who controls the Remarketing Broker-Dealer within the meaning
of the Securities Act of 1933, as amended, and the rules promulgated
thereunder (the "Act") against any and all losses, claims, damages or
liabilities, arising under the Act, the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder or other Federal or state
statutory law or regulation, at common law or otherwise,
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insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Remarketing Materials,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agree to reimburse each such
indemnified party, as incurred, for any legal or other expenses incurred by
it in connection with investigating or defending any such loss, claim,
damage, liability or action. In addition, in the event that the Remarketing
Broker-Dealer becomes involved in any action, proceeding or investigation
brought by or against any Person in connection with performing the services
which USA has requested the Remarketing Broker-Dealer to perform under this
Agreement, USA and CFC will reimburse the Remarketing Broker-Dealer for any
loss, claim, damage or expense (including the cost of any investigation and
preparation and legal fees and expenses in connection therewith, as such
losses, claims, damages or expenses are incurred (except to the extent that
any such loss, claim, damage or expense results from the gross negligence,
bad faith or wilful misconduct of the Remarketing Broker-Dealer in performing
the services which USA has requested the Remarketing Broker-Dealer to perform
under this Agreement)). If for any reason the foregoing indemnification is
unavailable to the Remarketing Broker-Dealer or is insufficient to hold the
Remarketing Broker-Dealer harmless, USA and CFC shall contribute to the
amount paid or payable by the Remarketing Broker-Dealer as a result of such
loss, claim, damage or liability in such proportion as is appropriate to
reflect not only the relative benefits received by USA on the one hand and
the Remarketing Broker-Dealer on the other hand in connection with the
subject matter hereof but also the relative fault of USA and the Remarketing
Broker-Dealer as well as any relevant equitable considerations. The
reimbursement, indemnity and contribution obligations of USA and CFC under
this Section 7 shall be in addition to any liability which USA and CFC may
otherwise have, shall extend upon the same terms and conditions to any of the
Affiliates, officers, directors, employees and controlling persons (if any)
of the Remarketing Broker-Dealer and any such Affiliate or Person and shall
be binding upon and inure to the benefit of any successors, assigns, heirs
and personal representatives of USA, CFC, the Remarketing Broker-Dealer, any
such Affiliate and any such Person. The foregoing provisions shall survive
the period of the Remarketing Broker-Dealer's services under this Agreement
or any termination thereof and shall also survive the termination or
cancelation of this Agreement and the Remarketing of any Certificates
hereunder.
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(b) The Remarketing Broker-Dealer shall not incur any
liability to USA, CFC or any other Person for its actions as Remarketing
Broker-Dealer pursuant to the terms hereof without gross negligence or in the
absence of wilful misconduct. The Remarketing Broker-Dealer shall not be
liable to USA, CFC or any other Person on account of the failure of any
Person to whom the Remarketing Broker-Dealer has sold any Certificates to pay
for such Certificates or to deliver any document in respect of such sale
unless such failure was directly caused by the wilful misconduct of the
Remarketing Broker-Dealer. The Remarketing Broker-Dealer shall have no
obligation whatsoever to remarket any Certificates.
Section 8. Termination of . This
Agreement shall terminate as to the Remarketing Broker-Dealer upon the
resignation of the Remarketing Broker-Dealer pursuant to Section 6 hereof.
The provisions of Section 7 hereof shall continue in effect as to actions
prior to the date of termination of this Agreement, and each party shall pay
to the others any amounts owing at the time of termination of this Agreement.
Section 9. Remarketing Broker-Dealer's Performance; Duty of
Care. (a) The duties of the Remarketing Broker-Dealer shall be determined
solely by the express provisions of this . No implied
covenants or obligations of or against the Remarketing Broker-Dealer shall be
read into this or the Pooling and Servicing Agreement.
(b) In the absence of bad faith on the part of the
Remarketing Broker-Dealer, the Remarketing Broker-Dealer may conclusively
rely upon any document furnished to it which purports to conform to the
requirements of this or the Pooling and Servicing
Agreement, as to the truth of the statements expressed in any of such
documents. The Remarketing Broker-Dealer shall be fully protected for any
action taken, suffered or omitted under the provisions of this Agreement or
otherwise upon the faith of any document or communication reasonably believed
by it to have been signed, presented or made by the proper party or parties.
The Remarketing Broker-Dealer may consult with counsel selected by it and the
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted under the
provisions of this Agreement or otherwise, in accordance with such opinion
and in reliance thereon.
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(c) [ ] shall incur no liability to USA, CFC or any
Certificate Owner or Holder of Certificates in its individual capacity or as
Remarketing Broker-Dealer for any action or failure to act, on its part, in
connection with a Remarketing or otherwise, except as a result of gross
negligence or willful misconduct on its part.
(d) The Remarketing Broker-Dealer shall perform its
services hereunder as an independent contractor with respect to USA, and
nothing contained herein shall be deemed to create any partnership, joint
venture, or relationship of principal and agent between or among the parties
hereto or any of their Affiliates.
Section 10. Governing Law. This shall
be governed by and construed in accordance with the laws of the State of New
York.
Section 11. Term of Agreement. Unless otherwise terminated
in accordance with the provisions hereof, this Agreement shall remain in full
force and effect from the date hereof until the first day thereafter on which
no Certificate is in a [Class A-1 Revolving Period]. Regardless of any
termination of this Agreement pursuant to any of the provisions hereof, the
obligations of USA pursuant to Section 5, and USA and CFC pursuant to Section
7, shall remain operative and in full force and effect until fully satisfied.
Section 12. Successors and Assigns. The rights and
obligations of USA or CFC hereunder may not be assigned or delegated to any
other Person without the prior written consent of the Remarketing
Broker-Dealer; provided that such consent shall not be required in the case
of any assignment to an Affiliate of USA or CFC. The rights and obligations
of the Remarketing Broker-Dealer hereunder may not be assigned or delegated
to any other Person without the prior written consent of USA. This Agreement
shall inure to the benefit of and be binding upon USA, CFC, the Remarketing
Coordinator and the Remarketing Broker-Dealer and their respective successors
and assigns. Any successor to the Remarketing Broker-Dealer, and any director
or officer, or any Person controlling the Remarketing Broker-Dealer, as the
case may be, shall be entitled to the benefits of the agreements contained
herein. The terms "successors" and "assigns" shall not include any purchaser
of any Certificates merely because of such purchase.
Section 13. Headings. Section headings have been inserted
in this Agreement as a matter of convenience of reference only, and it is
agreed that such section headings
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are not a part of this Agreement and will not be used in the interpretation
of any provision of this Agreement.
Section 14. Severability. If any provision of this
Agreement shall be held or deemed to be or shall, in fact, be invalid,
inoperative or unenforceable as applied in any particular case in any or all
jurisdictions because it conflicts with any provision of any constitution,
statute, rule or public policy or for any other reason, such circumstances
shall not have the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case, circumstance or jurisdiction,
or of rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be regarded as an original and all
of which shall constitute one and the same document.
Section 16. Remarketing Broker-Dealer Not Acting as
Underwriter. It is understood and agreed by all parties hereto that the
Remarketing Broker-Dealer's only duties hereunder are as set forth in Section
2 of this Agreement. When engaged in the Remarketing of any Certificates
which are the subject of an Election Notice, the Remarketing Broker-Dealer
shall act only as agent for and on behalf of each Certificate Owner of the
related Certificates. The Remarketing Broker-Dealer shall not act as
underwriter for any Certificates which are the subject of an Election Notice.
Except in connection with the exercise of a Purchase Option by the
Remarketing Broker-Dealer, the Remarketing Broker-Dealer shall in no way be
obligated to advance its own funds to purchase any Certificates or to
otherwise expend or risk its own funds or incur or become exposed to any
financial liability in the performance of its services hereunder.
Section 17. Amendments. (a) This Agreement may be amended
by any instrument in writing signed by all of the parties hereto so long as
this Agreement as amended is not inconsistent with the Pooling and Servicing
Agreement in effect as of the date of any such amendment.
(b) In the event that (x) the Certificates are issued as
Definitive Certificates or (y) the Depository Trust Company ceases to be the
Depository, the parties hereto will negotiate in good faith to agree upon any
necessary or appropriate modifications to the Remarketing Procedures set
forth in Annex A hereto and the Remarketing
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Coordinator will notify Certificateholders (or cause Certificateholders to be
notified) of any such modifications which materially affect the procedures to
be followed in the event a Certificateholder seeks to elect not to extend the
[Class A-1 Revolving Period] with respect to its Certificates.
Section 18. No Petition. The Remarketing Coordinator and
the Remarketing Broker-Dealer, by entering into this Agreement, hereby
covenant and agree that they will not at any time institute against USA any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other proceedings under any United States federal or state
bankruptcy or similar law.
Section 19. Notices. Unless otherwise specified, any
notices, requests, consents or other communications given or made hereunder
or pursuant hereto shall be made in writing and shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid, addressed as follows: if to
USA, to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary; if to the Remarketing Coordinator, to The Bank of New York [ ],
Attention: [ ]; and if to the Remarketing Broker-Dealer, to [ ], Attention:
[ ]; or to such other address as any of the above shall specify to the others
in writing.
IN WITNESS WHEREOF, each of CFC, USA, the Remarketing
Broker-Dealer, the Trustee, and the Remarketing Coordinator has caused this
Agreement to be executed in its name and on its behalf by one of its duly
authorized officers as of the date first above written.
CHRYSLER FINANCIAL CORPORATION,
by
-----------------------
Name:
Title:
U.S. AUTO RECEIVABLES COMPANY,
by
-----------------------
Name:
Title:
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[ ],
as Remarketing Broker-Dealer,
by
-----------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
and Remarketing Coordinator,
by
-----------------------
Name:
Title:
ANNEX A
REMARKETING AND SETTLEMENT PROCEDURES
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. As used in this Annex A, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the
plural forms of such terms. Capitalized terms used in this Annex A without
definition have the respective meanings assigned in the Pooling and Servicing
Agreement.
"Agent Member" means the designated Depository Participant
or Indirect Participant of the Depository which will maintain records of
Certificate Owners and which will be authorized and instructed to disclose
certain information to the Remarketing Broker-Dealer, the Remarketing
Coordinator and the Trustee.
"Certificate" means a [Class A-1] [Money Market
Extendible] Certificate.
"Certificate Owner" means a Class A-1 [Money
Market Extendible] Certificate Owner.
"Electing Notice" means a notice delivered by a Certificate
Owner to its Agent Member, with a copy to the Remarketing Coordinator
substantially in the form of Exhibit A to the Prospectus Supplement relating
to the Certificates, pursuant to which such Certificate Owner elects not to
extend the Class A-1 Revolving Period with respect to one or more
Certificates held by it.
"Election Notice Number" means a unique identification
number assigned by the Remarketing Coordinator to each Election Notice in
accordance with Section 2.01(b).
"Election Period" means each period beginning on and
including the [ ] to last Business Day of each calendar month and ending on
and including the [ ] to last Business Day of each such calendar month.
"Indirect Participant" means a bank, broker, dealer, trust
company or other financial institution or other Person that clears or
maintains a custodial relationship with a Depository Participant, either
directly or indirectly.
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"Par Price" means the purchase price payable by the
Remarketing Broker-Dealer to an Electing Certificateholder for a Certificate
as to which it exercises a Purchase Option in an amount equal to the unpaid
principal amount of such Certificate.
"Purchase Option" means the right of the Remarketing
Broker-Dealer to purchase and remarket a Certificate as to which an Election
Notice has been received by the Remarketing Coordinator.
"Remarketing" means each periodic operation of the
procedures for remarketing Certificates as set forth herein.
"Remarketing Broker-Dealer" means [ ]
"Remarketing Period" means each period beginning on and
including the first day of each Election Period and ending on and including
the [ ] to last Business Day of the calendar month that includes such
Election Period.
"Settlement Date" means, with respect to any Election
Period and any Election Notice, the Distribution Date next succeeding such
Election Period.
Section 1.02. Other Definitional Provisions. (a) All
references herein to any hour or other time of day shall be to such hour or
time of day in New York City.
(b) The "end of any Business Day" or the "close of business
on any Business Day" means 4:00 p.m. on such Business Day and "through and
including" or "ending on and including" any Business Day means "through and
including 4:00 p.m." or "ending on and including 4:00 p.m.", respectively, on
such Business Day.
ARTICLE II
REMARKETING OF CERTIFICATES
Section 2.01. Election Notices. (a) During each Election
Period, each Certificate Owner shall have the right to deliver an Election
Notice to its Agent Member, with a copy to the Remarketing Coordinator and
the Remarketing Broker-Dealer, with respect to each Certificate held by such
Certificate Owner. Election Notices shall be effective only upon receipt by
the Remarketing Coordinator. Any such Election Notice shall be irrevocable,
which irrevocability may be waived only by the Remarketing Broker-Dealer. The
Remarketing Broker-Dealer may waive the irrevocability of an Election Notice
by delivering written notice to the
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Remarketing Coordinator and to the related Electing Certificateholder's Agent
Member prior to the close of business on the last day of the related
Remarketing Period.
(b) Upon receipt of each Election Notice, the Remarketing
Coordinator shall assign an Election Notice Number to each Election Notice it
receives.
(c) By 10:00 a.m. on each Business Day during an Election
Period, the Remarketing Coordinator shall deliver to the Remarketing
Broker-Dealer a complete list of Election Notices received by the Remarketing
Coordinator during the preceding Business Day. By 10:00 a.m. on each Business
Day next following the end of each Election Period, the Remarketing
Coordinator shall deliver to the Remarketing Broker-Dealer the list described
in the preceding sentence and a complete list identifying each Election
Notice received by the Remarketing Coordinator during such Election Period.
All lists described in this Section 2.01(c) shall include the dollar amount
of each Certificate with respect to which an Election Notice has been
received by the Remarketing Coordinator, each related Election Notice Number,
and the identity of the related Electing Certificateholder.
Section 2.02. Procedure for Remarketing. (a) During each
Remarketing Period, the Remarketing Broker- Dealer shall have the right to
remarket any Certificates as to which an Election Notice has been received by
the Remarketing Coordinator and the Remarketing Broker-Dealer. By 10:00 a.m.
on the Business Day next following the end of the Remarketing Period, the
Remarketing Broker-Dealer shall deliver to the Remarketing Coordinator (i) a
list identifying each Certificate as to which an Election Notice has been
received by the Remarketing Coordinator in the related Election Period with
respect to which the Remarketing Broker-Dealer has exercised a Purchase
Option during the related Remarketing Period and (ii) a list identifying each
Certificate as to which an Election Notice has been received by the
Remarketing Coordinator in the related Election Period with respect to which
the Remarketing Broker-Dealer has not exercised a Purchase Option during the
related Remarketing Period. The Remarketing Coordinator shall deliver to the
Servicer a complete list containing the foregoing information by such date.
All lists described in this Section 2.02(a) shall include the dollar amount
of each Certificate with respect to which an Election Notice has been
received by the Remarketing Coordinator, each related Election Notice Number,
and the identity of any Electing Certificateholders.
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(b) The Remarketing Broker-Dealer, upon exercising a
Purchase Option with respect to a Certificate as permitted by, and during the
time periods specified in, Section 2.02(a), shall promptly notify the
Remarketing Coordinator by written notice of the exercise of such Purchase
Option. Such notice shall specify the dollar amount of each related
Certificate, each related Election Notice Number, the designated Settlement
Date and the identity of the purchaser of the related Certificates. Each such
notice from the Remarketing Broker-Dealer shall constitute an irrevocable
instruction to the Remarketing Coordinator, the Agent Member and the
Depository that the Purchase Option with respect to each such Certificate
shall be effective with respect thereto as of the designated Settlement Date
and that the Remarketing Coordinator, the Agent Member and the Depository
should effect the transfer of each such Certificate on such Settlement Date.
Upon receipt by the Remarketing Coordinator of any such notice, each
Certificate described in such notice shall be deemed remarketed for the
related Remarketing Period and no further remarketing of such Certificate for
the related Remarketing Period shall be effective. The Remarketing
Broker-Dealer shall be responsible for determining whether any Certificate
shall have been deemed Remarketed, in accordance with the preceding sentence.
(c) For each Certificate as to which an Election Notice has
been delivered and a Purchase Option exercised, the Remarketing Broker-Dealer
shall purchase such Certificate at the Par Price from the Electing
Certificateholder on the related Settlement Date in accordance with the
Settlement Procedures contained herein.
ARTICLE III
SETTLEMENT PROCEDURES
Section 3.01. Electing Certificateholders. (a) By 10:00
a.m. on the [ ] Business Day of the calendar month of each Settlement Date,
the Remarketing Coordinator shall, by telephone, facsimile, telex or
otherwise, advise each Electing Certificateholder (or its Agent Member) (i)
of the CUSIP number and dollar amount of such Electing Certificateholder's
Certificates, if any, as to which a Purchase Option was exercised for
settlement on such Settlement Date and (ii) to give instructions to its Agent
Member to deliver, by 8:30 a.m. on such Settlement Date, such Certificates,
by book entry to the Depository for the account of the Remarketing
Broker-Dealer against payment by the Remarketing Broker-Dealer of the Par
Price therefor.
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(b) By 8:30 a.m. on each Settlement Date, the Remarketing
Broker-Dealer shall pay, or provide for payment of, the Par Price to or for
the account of each Electing Certificateholder for each Certificate as to
which the Remarketing Broker-Dealer has exercised a Purchase Option for
settlement on such Settlement Date against delivery in book-entry form of the
related Certificates.
Section 3.02. Purchasers. By 4:30 p.m. on the Business Day
[ ] preceding each Settlement Date, the Remarketing Broker-Dealer shall, by
telephone, facsimile, telex or otherwise, advise each purchaser (or its Agent
Member who will in turn advise such purchaser) that is purchasing
Certificates as a result of a Remarketing (i) of the amount that it will be
required by 8:30 a.m. on such Settlement Date to pay to or for the account of
the Remarketing Broker-Dealer with respect to the Certificates to be
purchased against delivery by book entry of such Certificates and (ii) to
give instructions to its Agent Member to pay such purchase price therefor to
the Remarketing Broker-Dealer, against delivery of such Certificates by book
entry through the Depository, by 8:30 a.m. on such Settlement Date.
Section 3.03. Payment and Delivery. (a) In accordance with
the Depository's normal procedures, the transactions described in Sections
3.01 and 3.02 will be executed on each Settlement Date through the
Depository, and the accounts of the Remarketing Broker-Dealer and Agent
Members at the Depository will be debited and credited and certificates
delivered by book entry as necessary to effect the purchases and sales of
Certificates. All purchases and payments with respect to such transactions in
the Certificates shall be made in same-day funds.
(b) If any Electing Certificateholder selling Certificates
in a Remarketing fails to deliver such Certificates, the Agent Member of such
selling Electing Certificateholder, and of any other Person that was to have
purchased Certificates in such Remarketing, may deliver to any such other
Person a number of Certificates that is less than the number of Certificates
that otherwise was to be purchased by such Person. In such event, the number
of Certificates to be so delivered shall be determined by such Agent Member.
Delivery of such lesser number of Certificates shall constitute good
delivery.
(c) As long as Cede & Co., or the Depository or any other
nominee therefor, continues to hold the certificates representing the
Certificates, no physical certificates will need to be delivered by any
selling Electing Certificateholder or the Remarketing Broker-Dealer
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to reflect any transfer of Certificates effected by a Remarketing.
ARTICLE IV
OTHER PROVISIONS
Section 4.01. Purchase of Certificates by the Remarketing
Broker-Dealer. The Remarketing Broker-Dealer may purchase for its own account
Certificates in a Remarketing, pursuant to a Purchase Option or otherwise.
The Remarketing Broker-Dealer is not obligated to purchase any Certificates
and the Remarketing Broker-Dealer shall, in its sole discretion, determine
which, if any, Certificates as to which it shall exercise a Purchase Option
without regard to the time at which Election Notices are delivered or
received, the amount of Certificates as to which Election Notices have been
delivered or to any other factors. The Remarketing Broker-Dealer may sell
Certificates owned by it in the Remarketing or otherwise at any time in its
sole discretion. Except in connection with the exercise of a Purchase Option
by the Remarketing Broker-Dealer, the Remarketing Broker-Dealer is not
obligated in any case to provide funds to make payment to an Electing
Certificateholder upon such Electing Certificateholder's delivery of an
Election Notice.
Section 4.02. Obligations of Depository and Agent Members.
Whenever the text hereof purports to impose a duty or obligation on the
Depository or any Agent Member, such text shall mean that the Servicer shall
use its best efforts to cause each of the Depository or such Agent Member to
fulfill their respective duties or to perform their respective obligations.
