Exhibit 4.2
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SERIES 1999-1 SUPPLEMENT
Dated as of May 1, 1999
to
AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1999
by and among
YAMAHA MOTOR RECEIVABLES CORPORATION,
as Transferor,
YAMAHA MOTOR CORPORATION, U.S.A.,
as Servicer,
and
THE FUJI BANK AND TRUST COMPANY,
as Trustee on behalf of
the Certificateholders
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YAMAHA MOTOR MASTER TRUST
SERIES 1999-1
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TABLE OF CONTENTS
SECTION PAGE
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SECTION 1. Designation............................................... 2
SECTION 2. Definitions............................................... 2
SECTION 3. Minimum Transferor Percentage and Minimum
Trust Principal Component, Etc............................ 10
SECTION 4. Reassignment and Transfer Terms........................... 11
SECTION 5. Delivery and Payment for the Certificates................. 11
SECTION 6. Form of Delivery of the Series 1999-1 Certificates........ 11
SECTION 7. Transfer of Class C Certificates.......................... 12
SECTION 8. Tax Treatment............................................. 13
SECTION 9. Article IV of Agreement................................... 13
SECTION 10. Article V of Agreement.................................... 34
SECTION 11. Early Amortization Events................................. 36
SECTION 12. Series-Specific Transferor Covenants...................... 38
SECTION 13. Ratification of Master Pooling and Servicing
Agreement................................................. 38
SECTION 14. Counterparts.............................................. 38
SECTION 15. Governing Law............................................. 38
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SERIES 1999-1 SUPPLEMENT, dated as of May 1, 1999 (as amended,
supplemented or otherwise modified and in effect from time to time, this "Series
Supplement"), among YAMAHA MOTOR RECEIVABLES CORPORATION, a corporation
organized and existing under the laws of the state of Delaware, as Transferor,
YAMAHA MOTOR CORPORATION, U.S.A., a corporation organized and existing under the
laws of the state of California, as Servicer, and THE FUJI BANK AND TRUST
COMPANY, a banking corporation organized and existing under the laws of the
State of New York (together with its successors in trust thereunder as provided
in the Agreement referred to below, the "Trustee"), as Trustee under the Amended
and Restated Master Pooling and Servicing Agreement, dated as of May 1, 1999 (as
amended, supplemented or otherwise modified and in effect from time to time, the
"Agreement").
PRELIMINARY STATEMENTS
Section 6.9 of the Agreement provides, among other things,
that the Transferor and the Trustee may, at any time and from time to time,
enter into one or more supplements to the Agreement for the purpose of
authorizing the issuance by the Trustee to the Transferor, for execution and
redelivery to the Trustee for authentication, one or more Series of
certificates. The Transferor and the Servicer each hereby enter into this Series
1999-1 Supplement with the Trustee as required by Section 6.9(c) of the
Agreement to provide for the issuance, authentication and delivery of the
Floating Rate Series 1999-1, Class A Asset-Backed Certificates, the Floating
Rate Series 1999-1, Class B Asset-Backed Certificates and the Floating Rate
Series 1999-1, Class C Asset-Backed Certificates. 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.
All capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Agreement. All Article or
Section references herein shall mean Articles or Sections of the Agreement,
except as the context may require or as otherwise provided herein. Unless
otherwise stated herein, as the context otherwise requires or if such term is
otherwise defined in the Agreement, each capitalized term used or defined herein
shall relate only to the particular Series 1999-1 Certificates and to no other
Series of certificates issued by the Trust.
SECTION 1. Designation. The Investor Certificates issued
pursuant to this Supplement shall be designated generally as the "Series 1999-1
Certificates".
SECTION 2. Definitions. The following words and phrases shall
have the following meanings with respect to the Series 1999-1 Certificates, and
the definitions of such terms are applicable to the singular as well as the
plural form of such terms and to the masculine as well as the feminine and
neuter genders of such terms:
"Accumulation Periods" shall mean the Controlled Accumulation
Period and the Rapid Accumulation Period.
"Accumulation Shortfall" shall mean, for the Collection Period
immediately preceding the related Distribution Date, the amount by which the
Controlled Deposit Amount exceeds the amount deposited in the Principal Funding
Account on such Distribution Date.
"Available Principal Funds" shall have the meaning specified
in the first paragraph of Section 4.9 of the Agreement, as amended hereby by
Section 9.
"Available Subordinated Amount" shall mean, with respect to
each Transferor Subordination Event, the meaning specified in Section 4.14(b) of
the Agreement, as amended hereby by Section 9, with respect to such Transferor
Subordination Event.
"Available Yield Funds" shall have the meaning specified in
the first paragraph of Section 4.9 of the Agreement, as amended hereby by
Section 9.
"Certificateholder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register.
"Certificateholders' Interest" shall have the meaning
specified in Section 4.3 of the Agreement, as amended hereby by Section 9.
"Certificates" shall mean, collectively, the Class A
Certificates, the Class B Certificates and the Class C Certificates.
"Class A Adjusted Invested Amount", for any date of
determination during the Controlled Accumulation Period, shall mean an amount
equal to the Class A Invested Amount minus the aggregate principal amount on
deposit in the Principal
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Funding Account, and for any other date of determination, shall mean the Class A
Invested Amount.
"Class A Certificate Rate" shall mean the lesser of (1)
one-month LIBOR determined as of the second London Banking Day prior to the
related Interest Accrual Period (or, in the case of the first Distribution Date,
based on the interpolated average of one-month LIBOR and two-month LIBOR
determined as of May 27, 1999 for the period from June 1, 1999 up to but
excluding July 15, 1999) plus ___% per annum or (2) the Maximum Rate, calculated
on the basis of the actual number of days in the related Interest Accrual Period
and a 360-day year.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
"Class A Certificates" shall mean the Floating Rate Series
1999-1, Class A Asset-Backed Certificates.
"Class A Expected Final Payment Date" shall mean June 15, 2004
(or, if such day is not a Business Day, the next succeeding Business Day).
"Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Certificates, which is $200,000,000.
"Class A Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class A Certificates, minus
(ii) the amount of principal payments made to Class A Certificateholders prior
to such date, minus (iii) the aggregate amount of Class A Investor Charge-Offs
for all prior Distribution Dates and, if the date of determination is a
Distribution Date, for such Distribution Date, plus (iv) the aggregate amount of
Yield Collections and the aggregate amount of Principal Collections applied in
respect of the Available Subordinated Amount and certain other amounts applied
on all prior Distribution Dates and, if the date of determination is a
Distribution Date, to be applied on the current Distribution Date, in each case,
for the purpose of reimbursing amounts deducted pursuant to the foregoing clause
(iii).
"Class A Investor Charge-Off" shall have the meaning specified
in Section 4.11(b) of the Agreement, as amended hereby by Section 9.
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"Class A Monthly Interest" shall mean the monthly interest
distributable in respect of the Class A Certificates as calculated in accordance
with Section 4.5(a) of the Agreement, as amended hereby by Section 9.
"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in accordance
with Section 4.6(a) of the Agreement, as amended hereby by Section 9.
"Class B Adjusted Invested Amount", for any date of
determination during the Rapid Accumulation Period, shall mean an amount equal
to the Class B Invested Amount minus the aggregate principal amount on deposit
in the Principal Funding Account, and for any other date of determination, shall
mean the Class B Invested Amount
"Class B Certificate Rate" shall mean the lesser of (1)
one-month LIBOR determined as of the second London Banking Day prior to the
related Interest Accrual Period (or, in the case of the first Distribution Date,
based on the interpolated average of one-month LIBOR and two-month LIBOR
determined as of May 27, 1999 for the period from June 1, 1999 up to but
excluding July 15, 1999) plus ___% per annum or (2) the Maximum Rate, calculated
on the basis of the actual number of days in the related Interest Accrual Period
and a 360-day year.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificates" shall mean the Floating Rate Series
1999-1, Class B Asset-Backed Certificates.
"Class B Expected Final Payment Date" shall mean July 15, 2004
(or, if such day is not a Business Day, the next succeeding Business Day).
"Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $14,035,000.
"Class B Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class B Certificates, minus
(ii) the amount of principal payments made to Class B Certificateholders prior
to such date, minus (iii) the aggregate amount of Class B Investor Charge-Offs
for all prior Distribution Dates and, if the date of determination is a
Distribution Date, for such Distribution Date, plus (iv) the aggregate amount of
Yield Collections and the aggregate amount
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of Principal Collections applied in respect of the Available Subordinated Amount
and certain other amounts applied on all prior Distribution Dates and, if the
date of determination is a Distribution Date, to be applied on the current
Distribution Date, in each case, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clause (iii).
"Class B Investor Charge-Off" shall have the meaning specified
in Section 4.11(a) of the Agreement, as amended hereby by Section 9.
"Class B Monthly Interest" shall mean the monthly interest
distributable in respect of the Class B Certificates as calculated in accordance
with Section 4.5(b) of the Agreement, as amended hereby by Section 9.
"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in accordance
with Section 4.6(b) of the Agreement, as amended hereby by Section 9.
"Class C Certificate Rate" shall mean the lesser of (1)
one-month LIBOR determined as of the second London Banking Day prior to the
related Interest Accrual Period (or, in the case of the first Distribution Date,
based on the interpolated average of one-month LIBOR and two-month LIBOR
determined as of May 27, 1999 for the period from June 1, 1999 up to but
excluding July 15, 1999) plus ___% per annum or (2) the Maximum Rate, calculated
on the basis of the actual number of days in the related Interest Accrual Period
and a 360-day year.
"Class C Certificateholder" shall mean the Person in whose
name a Class C Certificate is registered in the Certificate Register.
"Class C Certificates" shall mean the Floating Rate Series
1999-1, Class C Asset-Backed Certificates.
"Class C Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class C Certificates, which is $19,883,041.
"Class C Invested Amount" for any date shall mean an amount
equal to (i) the initial principal balance of the Class C Certificates, minus
(ii) the amount of principal payments made to Class C Certificateholders prior
to such date, minus (iii) the aggregate amount of Class C Investor Charge-Offs
for all prior Distribution Dates and, if the date of determination is a
Distribution Date, for such Distribution Date, plus (iv) the aggregate amount of
Yield Collections and the aggregate amount of
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Principal Collections applied in respect of the Available Subordinated Amount
and certain other amounts applied on all prior Distribution Dates and, if the
date of determination is a Distribution Date, to be applied on the current
Distribution Date, in each case, for the purpose of reimbursing amounts deducted
pursuant to the foregoing clause (iii).
"Class C Investor Charge-Off" shall have the meaning specified
in first paragraph of Section 4.11 of the Agreement, as amended hereby by
Section 9.
"Class C Monthly Interest" shall mean the monthly interest
distributable in respect of the Class C Certificates as calculated in accordance
with Section 4.5(c) of the Agreement, as amended hereby by Section 9.
"Class C Monthly Principal" shall mean the monthly principal
distributable in respect of the Class C Certificates as calculated in accordance
with Section 4.6(c) of the Agreement, as amended hereby by Section 9.
"Closing Date" shall mean, with respect to the Series 1999-1
Certificates, June 1, 1999.
"Controlled Accumulation Amount" shall mean, with respect to
the Class A Certificates, one-sixth of the Class A Invested Amount as of the
Controlled Accumulation Date.
"Controlled Accumulation Date" shall mean December 1, 2003.
"Controlled Accumulation Period" shall mean, with respect to
the Class A Certificates, an Amortization Period commencing on the Controlled
Accumulation Date and continuing to the earlier of (x) but not including, the
commencement of the Early Amortization Period, or (y) and including, the earlier
of (1) May 31, 2004 or (2) the termination of the Trust.
"Controlled Amortization Period" shall not be applicable for
purposes of this Series Supplement.
"Controlled Deposit Amount" shall have the meaning specified
in Section 4.6(a) of the Agreement, as amended hereby by Section 9.
"Deficit Controlled Amortization Period" shall not be
applicable for purposes of this Series Supplement.
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"DFS" shall mean Deutsche Financial Services Corporation, a
Nevada corporation, formerly doing business as ITT Commercial Finance Corp.
"Distribution Date" shall mean the 15th day of each month (or,
if any such day is not a Business Day, on the next succeeding Business Day),
commencing July 15, 1999.
"Early Amortization Period" shall mean, with respect to the
Class A Certificates or the Class B Certificates, the Amortization Period
commencing on (a) the day on which an Early Amortization Event occurs or is
deemed to have occurred, (b) the Class A Expected Final Payment Date if the
Class A Invested Amount is not paid in full on such date or (c) the Class B
Expected Final Payment Date if the Class B Invested Amount is not paid in full
on such date, and continuing to and including the earlier of (i) the payment in
full to Class A Certificateholders of the Class A Initial Invested Amount and to
Class B Certificateholders of the Class B Initial Invested Amount and (ii) the
Stated Series Termination Date.
"Expected Final Payment Dates" shall mean the Class A Expected
Final Payment Date and the Class B Expected Final Payment Date.
"Fixed Allocation Percentage" shall mean, on any date of
determination with respect to any Distribution Date related to any Accumulation
Period or the Early Amortization Period, the percentage equivalent of the ratio
which the Invested Amount as of the last day of the Revolving Period bears to
the greater of (a) the Trust Principal Component on the last day of the
Collection Period immediately preceding the related Collection Period and (b)
the sum of the numerators used to calculate the invested percentage with respect
to Principal Collections for all Series (and all Classes) of certificates
outstanding for the current Distribution Date.
"Floating Allocation Percentage" shall mean, on any date of
determination with respect to any Distribution Date, the percentage equivalent
of the ratio of the sum of the Class A Adjusted Invested Amount, the Class B
Adjusted Invested Amount and the Class C Invested Amount on the last day of the
Collection Period immediately preceding the related Collection Period to the sum
of the Trust Principal Component and the amounts on deposit in the Special
Funding Account on the last day of such Collection Period immediately preceding
the related Collection Period; provided, however, that during the initial
Collection Period, the Floating Allocation Percentage will equal the percentage
equivalent of the ratio which the amount of the Initial Invested Amount bears to
the Trust Principal Component on April 30, 1999.
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"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount, the Class B Initial Invested Amount and the Class C
Initial Invested Amount, or $233,918,041.00.
"Initial Servicer Cash Collateral Deposit" shall mean an
amount equal to $2,675,437.50.
"Interest Accrual Period" shall mean, with respect to any
Distribution Date, the period from and including the preceding Distribution Date
or, in the case of the first Distribution Date, from and including the Closing
Date, to but excluding such Distribution Date.
"Invested Amount" shall mean, when used with respect to any
date of determination, an amount equal to the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount.
"Invested Percentage" shall mean, on any date of determination
with respect to any Distribution Date, (a) when used with respect to Principal
Collections during the Revolving Period, the Floating Allocation Percentage; (b)
when used with respect to Principal Collections during any Accumulation Period
or an Early Amortization Period, the Fixed Allocation Percentage; and (c) when
used with respect to Yield Collections and Defaulted Receivables at any time,
the Floating Allocation Percentage.
"Investor Charge-Offs" shall mean, for any date of
determination, the sum of the Class A Investor Charge-Offs, the Class B Investor
Charge-Offs and the Class C Investor Charge-Offs.
"LIBOR" shall mean the rate calculated by the Trustee pursuant
to Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"LIBOR Determination Date" shall have the meaning specified in
Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"London Banking Day" shall have the meaning specified in
Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"Maximum Rate" shall mean (i) the product of (a) the Yield
Factor for such Distribution Date and (b) twelve, minus (ii) the Servicing Fee
Percentage.
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"Offered Certificates" shall mean the Class A Certificates and
the Class B Certificates.
"Principal Funding Account" shall have the meaning specified
in Section 4.8(a) of the Agreement, as amended hereby by Section 9.
"Rapid Accumulation Date" shall mean June 1, 2004.
"Rapid Accumulation Period" shall mean, with respect to the
Class B Certificates, an Amortization Period commencing on the Rapid
Accumulation Date and continuing to the earlier of (x) but not including, the
commencement of the Early Amortization Period, or (y) and including, the earlier
of (1) June 30, 2004 or (2) the termination of the Trust.
"Record Date" shall mean, with respect to any Distribution
Date, the last Business Day of the calendar month immediately preceding such
Distribution Date.
"Reference Banks" shall have the meaning specified in Section
4.5(d) of the Agreement, as amended hereby by Section 9.
"Revolving Period" shall mean, with respect to the Series
1999-1 Certificates, the period from and including the Closing Date, up to and
including the day prior to the day on which the Controlled Accumulation Period
or, if earlier, an Early Amortization Period commences.
"Securities Act" shall have the meaning specified in Section
7(b) hereof.
"Series 1999-1 Certificates" shall have the meaning specified
in Section 1 hereof.
"Series 1999-1 Principal Shortfall" shall have the meaning
specified in Section 4.6(d) of the Agreement, as amended hereby by Section 9.
"Series 1999-1 Undistributed Principal Collections" shall mean
the amount, if any, equal to the product of (a) a fraction, the numerator of
which is equal to the sum of the Class A Adjusted Invested Amount, the Class B
Adjusted Invested Amount and the Class C Invested Amount and the denominator of
which is equal to the sum of the invested amount of all Series then accumulating
or amortizing
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principal (less any amounts on deposit in any principal funding accounts) and
(b) Undistributed Principal Collections on deposit in the Collection Account and
the Special Funding Account on such Distribution Date.
"Series Factor" shall mean the percentage, as of the end of
the related Collection Period, consisting of an eight-digit decimal expressing
the Class A Invested Amount, the Class B Invested Amount or the Class C Invested
Amount, as applicable, as of such date (determined after taking into account any
increase or decrease in the Invested Amount which will occur on the following
Distribution Date) as a proportion of the Class A Initial Invested Amount, the
Class B Initial Invested Amount or the Class C Initial Invested Amount, as
applicable.
"Servicer Cash Collateral Account" shall have the meaning
specified in Section 4.7 of the Agreement, as amended hereby by Section 9.
"Servicing Fee Percentage" shall mean 2% per annum.
"Special Funding Account" shall have the meaning specified in
Section 4.2 of the Agreement.
"Stated Series Termination Date" shall mean the December 2006
Distribution Date.
"Telerate Page 3750" shall have the meaning specified in
Section 4.5(d) of the Agreement, as amended hereby by Section 9.
"Yield Factor" shall mean, initially, 1.5%, and shall increase
to 1.75% during any Accumulation Period; provided, that the Yield Factor shall
increase to 2% solely with respect to the Series 1999-1 Certificates during any
Collection Period for which one-month LIBOR (as calculated by the Trustee on the
preceding LIBOR Determination Date pursuant to Section 4.5(d)) exceeds 15 per
annum %; provided further, that if one-month LIBOR (as calculated by the Trustee
on any subsequent LIBOR Determination Date pursuant to Section 4.5(d)) decreases
thereafter to a rate equal to or less than 15% per annum, the Yield Factor shall
be reduced from 2% to 1.5% or 1.75%, as applicable.
SECTION 3. Minimum Transferor Percentage and Minimum Trust
Principal Component, Etc. The Minimum Transferor Percentage applicable to the
Series 1999-1 Certificates shall be 10%. The Minimum Trust Principal Component
with respect to the Series 1999-1 Certificates shall be $23,391,804.10. The
Servicer
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shall, pursuant to Section 3.4(a) of the Agreement, deliver an Officer's
Certificate setting forth each of the following as of the end of the day on May
27, 1999: the Trust Principal Component, the Transferor Interest and the
Invested Amount for each outstanding Series.
SECTION 4. Reassignment and Transfer Terms.
(a) The Series 1999-1 Certificates may be reassigned and
transferred to the Transferor on any Distribution Date on or after which the
Invested Amount is reduced to an amount less than or equal to 10% of the Initial
Invested Amount, subject to the provisions of Section 12.2 of the Agreement.
(b) Except in the case of an insurance company acting through
its general account and in compliance with Prohibited Transaction Class
Exemption 95-60, a Class B Certificate, a Class C Certificate or any interest
therein may not be acquired by or transferred to any "Benefit Plan Investor" (as
defined in 29 C.F.R. ss.2510.3-101) or any person who is directly or indirectly
purchasing a Class B Certificate, a Class C Certificate or an interest therein
on behalf of, as named fiduciary of, as trustee of, or with assets of, such a
Benefit Plan Investor. Each prospective acquirer or transferee of a Class B
Certificate, a Class C Certificate or an interest therein, by its acceptance of
such Class B Certificate, Class C Certificate or an interest therein, will be
deemed to have represented that (i) either no "prohibited transaction" under
ERISA or the Internal Revenue Code will occur in connection with such
prospective acquirer's or transferee's acquisition and holding of such Class B
Certificate or Class C Certificate or that the acquisition and holding of a
Class B Certificate or a Class C Certificate by such prospective acquirer or
transferee is subject to a statutory or administrative exemption and (ii) that
the prospective acquirer's or transferee's acquisition and holding will not
subject the Transferor, the Servicer, the Trustee or the Trust to any obligation
or liability (including obligations or liabilities under ERISA or Section 4975
of the Internal Revenue Code) in addition to those explicitly undertaken in the
agreements relating to the transactions described herein.
SECTION 5. Delivery and Payment for the Certificates. The
Trustee shall authenticate and deliver the Series 1999-1 Certificates in
accordance with Section 6.2 of the Agreement. The Class C Certificates shall be
issued in minimum denominations of $1,000 and integral multiples thereof;
provided, however, that one Class C Certificate may be issued in a denomination
that includes any remaining portion of the Class C Initial Invested Amount.
SECTION 6. Form of Delivery of the Series 1999-1 Certificates.
The Offered Certificates shall be delivered as provided in Section 6.10 of the
Agreement and the Class C Certificates shall be delivered in definitive form.
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SECTION 7. Transfer of Class C Certificates.
(a) The initial transfer or any pledge of the Class C
Certificates to any entity other than a corporation that is a member of the
consolidated federal income tax group of which Yamaha Motor Corporation, U.S.A.
is a member shall not occur unless the Trustee shall have received an Opinion of
Counsel to the effect that the Class C Certificates, upon such transfer, will be
characterized as debt or an interest in a partnership for federal income tax
purposes. Prior to any transfer of a Class C Certificate to any Affiliate of the
Transferor, the Servicer shall provide to the Trustee written confirmation from
each Rating Agency that such transfer will not result in the downgrade or
withdrawal of any rating on any Class of Offered Certificates. Prior to any such
transfer of a Class C Certificate, the Transferor shall certify to the Trustee
in writing whether the proposed transferee of the Class C Certificate is an
Affiliate of the Transferor and the Trustee shall be entitled to rely
conclusively on such certificate.
(b) The Class C Certificates have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") or any state
securities law. No resale or other transfer of any Class C Certificate or any
interest therein or participation thereof shall be made unless the Trustee and
the Transfer Agent and Registrar shall have received an Officer's Certificate
certifying that such resale or transfer is made (i) pursuant to an effective
registration statement under the Securities Act; (ii) in a transaction exempt
from the registration requirements of the Securities Act and applicable state
securities or "blue sky" laws; (iii) to the Transferor; or (iv) to a person who
the transferor of the Class C Certificate reasonably believes is a qualified
institutional buyer (within the meaning thereof in Rule 144A under the
Securities Act) that is aware that such resale or other transfer is being made
in reliance upon Rule 144A. Until the earlier of (i) such time as the Class C
Certificates shall be registered pursuant to a registration statement filed
under the Securities Act and (ii) the date two years from the later of the
Closing Date and the date any Class C Certificate was acquired from the
Transferor or an Affiliate of the Transferor, the Class C Certificates shall
bear a legend substantially to the effect set forth in the preceding two
sentences. Neither the Transferor, the Transfer Agent and Registrar nor the
Trustee is obligated to register the Class C Certificates under the Securities
Act, or to take any other action not otherwise required under this Series
Supplement to permit the transfer of Class C Certificates without registration.
Notwithstanding anything to the contrary contained herein, in
no event shall a Class C Certificate or any interest therein be sold,
transferred, assigned, exchanged, pledged, hypothecated, participated or
otherwise conveyed, or a security
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interest granted therein, unless the Transferor shall have consented to such
transfer. The Class C Certificates shall at all times bear a legend
substantially to the effect set forth in the preceding sentence.
SECTION 8. Tax Treatment. It is the intention of the
Transferor and the Investor Certificateholders that the Class C Certificates
(upon transfer to an entity other than the Transferor) be characterized as
either indebtedness of the Transferor or an interest in a partnership for
Federal, state and local income and franchise tax purposes and for purposes of
any other tax imposed on or measured by income. The Transferor and each Class C
Certificateholder by acceptance of its Class C Certificates agree to treat the
Class C Certificates for purposes of Federal, state and local income or
franchise taxes and any other tax imposed on or measured by income, as such
indebtedness or such an interest and to report the transactions contemplated by
this Series Supplement on all applicable tax returns in a manner consistent with
such treatment.
To the extent that any Class of Investor Certificates is
determined to represent interests in a partnership for federal income tax
purposes, it is the intention of the Transferor and the Investor
Certificateholders that (i) the holder of the Exchangeable Transferor
Certificate be designated as the tax matters partner for such partnership and
(ii) such partnership interest represent an interest limited to a capital
interest equal to the aggregate principal balance of such Class of Investor
Certificates and a share of partnership profits equal to a yield equal to the
Certificate Rate on such capital.
SECTION 9. Article IV of the Agreement. Sections 4.1 and 4.2
of the Agreement shall read in their entirety, as provided in the Agreement.
Article IV of the Agreement (except for Sections 4.1 and 4.2) shall read in its
entirety as follows and shall be applicable to the Certificates:
"ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.3. Rights of Certificateholders. The Class A
Certificates shall represent undivided interests in the Trust, consisting of the
right to receive, to the extent necessary to make the required payments with
respect to such Class A Certificates at the times and in the amounts specified
in this Agreement, (a) the
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Invested Percentage (as applicable from time to time) of Collections received
with respect to the Receivables and (b) funds on deposit in the Collection
Account, the Special Funding Account and the Principal Funding Account. The
Class B Certificates shall represent undivided interests in the Trust,
consisting of the right to receive, to the extent necessary to make required
payments with respect to such Class B Certificates at the times and in the
amounts specified in this Agreement (after application of payments in accordance
with the first sentence of this Section 4.3), (x) the Invested Percentage (as
applicable from time to time) of Collections received with respect to the
Receivables and (y) funds on deposit in the Collection Account, the Special
Funding Account and the Principal Funding Account. The Class C Certificates
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make required payments with respect to such
Class C Certificates at the times and in the amounts specified in this Agreement
(after application of payments in accordance with the first and second sentences
of this Section 4.3), (x) the Invested Percentage (as applicable from time to
time) of Collections received with respect to the Receivables and (y) funds on
deposit in the Collection Account, the Special Funding Account and the Principal
Funding Account. (The undivided interests in the Trust referred to in the three
immediately preceding sentences are collectively referred to for the Series
1999-1 Certificates as the "Certificateholders' Interest".) The Exchangeable
Transferor Certificate shall not represent any interest in the Collection
Account, the Special Funding Account or the Principal Funding Account, except as
specifically provided in this Article IV.
SECTION 4.4. Collections and Allocations.
(a) Collections. The Servicer shall apply or shall
instruct the Trustee in writing to apply all funds on deposit in the Collection
Account allocable to the Series 1999-1 Certificates as described in this Article
IV.
(b) Allocations of Collections and Payments. For each
Collection Period, all Collections received will be treated as Yield Collections
until the amount of such Collections equals an amount equal to the product of
the Yield Factor and the Pool Balance as of the beginning of such Collection
Period. In the event that the Yield Factor applicable to the Series 1999-1
Certificates is greater than the Yield Factor applicable to any other Series,
the amount of Collections treated as Yield Collections allocable to the Series
1999-1 Certificates shall be increased accordingly and the amount of such
increase shall not be treated as Principal Collections allocable to the Series
1999-1 Certificates. By the second Business Day following the Date of Processing
a payment on a Receivable (or as otherwise specified in Section 4.1(g); provided
that with respect to clauses (i), (iii), (iv), (v), (vii) and (viii) below
during
14
any Accumulation Period or any Early Amortization Period, the Servicer shall be
obligated to deposit funds into the Collection Account within two (2) Business
Days following the applicable Date of Processing, notwithstanding the provisions
of Section 4.1(g)), the Servicer shall determine whether an Early Amortization
Event has occurred or is deemed to have occurred with respect to the
Certificates, and the Servicer shall allocate Collections with respect to such
Date of Processing as follows:
(i) Floating Allocation Percentage of Yield
Collections. The Floating Allocation Percentage of Yield Collections as
of the last day of the prior Collection Period (or, if the
Determination Date for such Floating Allocation Percentage has not
occurred, the Floating Allocation Percentage as of the last day of the
second preceding Collection Period) received each day will be deposited
by the Servicer into the Collection Account within two (2) Business
Days following the Date of Processing.
(ii) During the Revolving Period. During the
Revolving Period, the Floating Allocation Percentage of Principal
Collections received each day will be deposited into the Collection
Account as Excess Principal Collections no later than two (2) Business
Days following the Date of Processing to the extent required to be
distributed to other Series on the next succeeding Distribution Date
and any excess will be remitted to the Transferor, unless such
distribution of Principal Collections would reduce the Transferor
Amount as a percentage of the Trust Principal Component below 10%
(after giving effect to any new Receivables transferred to the Trust),
in which case such amount will be retained in the Collection Account as
Undistributed Principal Collections. Any Undistributed Principal
Collections remaining in the Collection Account on the next succeeding
Distribution Date will be deposited into the Special Funding Account
and made available on subsequent Distribution Dates.
(iii) During the Controlled Accumulation Period.
During the Controlled Accumulation Period, the Fixed Allocation
Percentage of Principal Collections received each day allocable to the
Certificateholders' Interest, and any Excess Principal Collections
allocable to the Certificates pursuant to Section 4.12 will be
deposited by the Servicer into the Principal Funding Account for the
benefit of the Class A Certificateholders no later than two (2)
Business Days following the Date of Processing until the sum of all
such deposits equals the Controlled Deposit Amount; thereafter, the
Fixed Allocation Percentage of Principal Collections received each day
will be
15
deposited into the Collection Account as Excess Principal Collections
to the extent required to be distributed to other Series on the next
succeeding Distribution Date.
(iv) During the Rapid Accumulation Period. During the
Rapid Accumulation Period, the Fixed Allocation Percentage of Principal
Collections received each day allocable to the Certificateholders'
Interest, and any Excess Principal Collections allocable to the
Certificates pursuant to Section 4.12 will be deposited by the Servicer
into the Principal Funding Account for the benefit of the Class B
Certificateholders no later than two (2) Business Days following the
Date of Processing until the sum of all such deposits equals the Class
B Invested Amount; thereafter, the Fixed Allocation Percentage of
Principal Collections received each day will be deposited into the
Collection Account as Excess Principal Collections to the extent
required to be distributed to other Series on the next succeeding
Distribution Date.
(v) During any Early Amortization Period and after
the Class B Expected Final Payment Date. After the Class B Expected
Final Payment Date and during an Early Amortization Period, all
Principal Collections received each day allocable to the
Certificateholders' Interest, and the Excess Principal Collections
allocable to the Certificates will be deposited by the Servicer into
the Collection Account no later than two (2) Business Days following
the Date of Processing until such deposits equal the amount of
principal required to be paid to Certificateholders.
(vi) During the Revolving Period, any Accumulation
Period and any Early Amortization Period. During the Revolving Period,
any Accumulation Period and any Early Amortization Period, if the
Transferor Percentage of Principal Collections is required to be
allocated in respect of the Available Subordinated Amount pursuant to
Section 4.14 of this Agreement, the Transferor Percentage of Principal
Collections will be deposited by the Servicer into the Collection
Account within two (2) Business Days of the Date of Processing.
(vii) During any Accumulation Period and any Early
Amortization Period. During any Accumulation Period and any Early
Amortization Period, the Transferor Percentage of Principal Collections
will be deposited by the Servicer into the Collection Account within
two (2) Business Days of the Date of Processing.
16
(c) Additional Amounts.
(i) The allocations to be made pursuant to Section
4.4(b) also apply to any other deposits into the Collection Account
that are treated as Collections, payments made by the Transferor
pursuant to Sections 2.3 and 2.4(d) of the Agreement and payments made
by the Servicer pursuant to Section 3.3 of the Agreement. Such deposits
to be treated as Collections will be allocated as Yield Collections or
Principal Collections as indicated in this Agreement.
(ii) The amounts paid by the Transferor pursuant to
Section 2.4(d), Adjustment Payments, proceeds from the sale,
disposition or liquidation of the Receivables pursuant to Sections 9.2,
10.2, 12.1 or 12.2 of the Agreement and Section 4 of the Series
Supplement and amounts obtained by the Trustee pursuant to any demand
on any letter of credit, surety bond or other similar instrument
delivered pursuant to the Series Supplement or from any funds deposited
with the Trustee pursuant to the Series Supplement, shall be allocated
to the Certificateholders' Interest and allocated as Yield Collections
or Principal Collections as provided in this Agreement.
SECTION 4.5. Determination of Monthly Interest for the
Certificates.
(a) The amount of monthly interest distributable from the
Collection Account with respect to the Class A Certificates ("Class A Monthly
Interest") on any Distribution Date shall be an amount equal to one-twelfth
(1/12) of the product of (i) the Class A Certificate Rate and (ii) the Class A
Invested Amount; provided, however, with respect to the first Distribution Date
for the Class A Certificates, Class A Monthly Interest shall be equal to
$_____________. Class A Monthly Interest shall be calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day year.
(b) The amount of monthly interest distributable from the
Collection Account with respect to the Class B Certificates ("Class B Monthly
Interest") on any Distribution Date shall be an amount equal to one-twelfth
(1/12) of the product of (i) the Class B Certificate Rate and (ii) the Class B
Invested Amount; provided, however, with respect to the first Distribution Date
for the Class B Certificates, Class B Monthly Interest shall be equal to
$__________. Class B Monthly Interest shall be calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day year.
17
(c) The amount of monthly interest distributable from the
Collection Account with respect to the Class C Certificates ("Class C Monthly
Interest") on any Distribution Date shall be an amount equal to one-twelfth
(1/12) of the product of (i) the Class C Certificate Rate and (ii) the Class C
Invested Amount; provided, however, with respect to the first Distribution Date
for the Class C Certificates, Class C Monthly Interest shall be equal to
$__________. Class C Monthly Interest shall be calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day year.
(d) On the second London Banking Day preceding the first
day of an Interest Accrual Period (a "LIBOR Determination Date"), until the
Stated Series Termination Date, the Trustee will determine the rate for deposits
in United States dollars having a one-month maturity, commencing on the first
day of such Interest Accrual Period, which appears on Telerate Page 3750 as of
11:00 a.m., London time, on such LIBOR Determination Date. If such rate does not
appear on Telerate Page 3750, the rate for such LIBOR Determination Date will be
determined on the basis of rates at which deposits in United States dollars
having a one-month maturity are offered by the Reference Banks at approximately
11:00 a.m., London time, on that day to prime banks in the London interbank
market. The Trustee will request the principal London office in each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for such LIBOR Determination Date will be the
arithmetic mean of the quotations (rounded upward to the nearest 0.015625%). If
fewer than two quotations are provided as requested, the rate for such LIBOR
Determination Date will be the arithmetic mean (rounded upward to the nearest
0.015625%) of the rates quoted by major banks in The City of New York, selected
by the Servicer, at approximately 11:00 a.m., New York time, on such date for
loans in United States dollars having a one-month maturity to leading European
banks; provided, however, that if the Trustee is unable to determine a rate in
accordance with one of the procedures described above, LIBOR shall be LIBOR as
determined on the most recent LIBOR Determination Date. The Class A Certificate
Rate and the Class B Certificate Rate applicable to the then current and
preceding Interest Accrual Period shall be provided by the Trustee to any
Certificateholder upon request. For purposes of calculating LIBOR, "London
Banking Day" means any business day on which dealings in deposits in United
States dollars are transacted in the London interbank market, "Telerate Page
3750" means the display page currently so designated on the Dow Xxxxx Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices) and "Reference Banks" means
three major banks in the London interbank market selected by the Servicer.
18
SECTION 4.6. Determination of Monthly Principal for the
Certificates.
(a) The amount of monthly principal distributable from the
Collection Account with respect to the Class A Certificates on each Distribution
Date during the Controlled Accumulation Period or on the Class A Expected Final
Payment Date shall be equal to an amount calculated as the lesser of: (i) the
sum of (A) an amount equal to the Fixed Allocation Percentage of all Principal
Collections received during the Collection Period immediately preceding the
Class A Expected Final Payment Date or Distribution Date, as applicable
(calculated without giving effect to the allocation of Excess Principal
Collections from other Series, if any, or the allocations from the Transferor
Percentage of Principal Collections), (B) the amount, if any, of Series 1999-1
Undistributed Principal Collections for such Distribution Date and (C) the
Investor Default Amount with respect to such Distribution Date or the Class A
Expected Final Payment Date, as applicable, and any reimbursements of
unreimbursed Class A Investor Charge-Offs ("Class A Monthly Principal");
provided, however, that with respect to any Distribution Date, Class A Monthly
Principal may not exceed the Class A Adjusted Invested Amount; and (ii) the sum
of (A) the Controlled Accumulation Amount for the Collection Period immediately
preceding such Distribution Date, plus (B) any unpaid Accumulation Shortfall
related to any prior Collection Period (the "Controlled Deposit Amount").
(b) The amount of monthly principal distributable from the
Collection Account with respect to the Class B Certificates (the "Class B
Monthly Principal") on each Distribution Date beginning with the Distribution
Date on which the Class A Certificates are paid in full, shall be equal to an
amount calculated as follows: the sum of (i) an amount equal to the Fixed
Allocation Percentage of all Principal Collections received during the
Collection Period immediately preceding such Distribution Date (calculated
without giving effect to the allocation of Excess Principal Collections from
other Series, if any, or the allocation from the Transferor Percentage of
Principal Collections), (ii) the amount, if any, of Series 1999-1 Undistributed
Principal Collections for such Distribution Date, (iii) the Investor Default
Amount with respect to such Distribution Date and any reimbursements of
unreimbursed Class B Investor Charge-Offs, and if during an Early Amortization
Period, minus (iv) Class A Monthly Principal, if any, with respect to such
Distribution Date; provided, however, that with respect to any Distribution
Date, Class B Monthly Principal may not exceed an amount equal to the Class B
Invested Amount.
(c) The amount of monthly principal distributable from the
Collection Account with respect to the Class C Certificates (the "Class C
Monthly
19
Principal") on each Distribution Date beginning with the Distribution Date as of
which both Classes of Offered Certificates have been paid in full, shall be
equal to an amount calculated as follows: the sum of (i) an amount equal to the
Fixed Allocation Percentage of all Principal Collections received during the
Collection Period immediately preceding such Distribution Date (calculated
without giving effect to the allocation of Excess Principal Collections from
other Series, if any, or the allocation from the Transferor Percentage of
Principal Collections), (ii) the amount, if any, of Series 1999-1 Undistributed
Principal Collections for such Distribution Date, (iii) the Investor Default
Amount with respect to such Distribution Date and any reimbursements of
unreimbursed Class C Investor Charge-Offs, and if during an Early Amortization
Period, minus (iv) Class A Monthly Principal and Class B Monthly Principal, if
any, with respect to such Distribution Date; provided, however, that with
respect to any Distribution Date, Class C Monthly Principal may not exceed an
amount equal to the Class C Invested Amount.
(d) With respect to any Distribution Date related to any
Accumulation Period or any Early Amortization Period, if (a) the sum of (x) an
amount equal to the Fixed Allocation Percentage of all Principal Collections
received during the Collection Period immediately preceding such Distribution
Date, (y) the amount, if any, of Series 1999-1 Undistributed Principal
Collections for such Distribution Date and (z) the Investor Default Amount with
respect to such Distribution Date and any reimbursements of unreimbursed Class A
Investor Charge-Offs, Class B Investor Charge-Offs and Class C Investor
Charge-Offs shall exceed (b) the sum of (i) Class A Monthly Principal, (ii)
Class B Monthly Principal and (iii) Class C Monthly Principal with respect to
any Distribution Date, then such excess amount shall be treated as Excess
Principal Collections. If, with respect to a Distribution Date related to any
Accumulation Period or Early Amortization Period, the sum of the Class A Monthly
Principal, the Class B Monthly Principal and the Class C Monthly Principal is
less than the sum of the Class A Adjusted Invested Amount, the Class B Adjusted
Invested Amount and the Class C Invested Amount, the amount of such shortfall
shall be the Series 1999-1 Principal Shortfall (the "Series 1999-1 Principal
Shortfall") with respect to such Distribution Date.
SECTION 4.7. Establishment and Maintenance of Servicer Cash
Collateral Account.
(a) The Servicer Cash Collateral Account. The Servicer, for
the benefit of the Certificateholders, shall establish and maintain or cause to
be established and maintained in the name of the Trustee, on behalf of the
Trust, an Eligible Deposit Account (the "Servicer Cash Collateral Account"),
bearing a designation
20
clearly indicating that the funds deposited therein are held for the benefit of
the Certificateholders. On the Closing Date, the Servicer shall deposit the
Initial Servicer Cash Collateral Deposit into the Servicer Cash Collateral
Account. The Trustee shall possess all right, title and interest in and to all
funds on deposit from time to time in the Servicer Cash Collateral Account and
in all proceeds thereof. The Servicer Cash Collateral Account shall be under the
sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If, at any time, the Servicer Cash Collateral Account ceases
to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf)
shall within five (5) Business Days establish a new Eligible Deposit Account as
the Servicer Cash Collateral Account meeting the conditions specified above,
transfer any cash and/or any investments to such new Servicer Cash Collateral
Account and from the date such new Servicer Cash Collateral Account is
established, it shall be the "Servicer Cash Collateral Account."
(b) Application of Funds on Deposit in the Servicer Cash
Collateral Account. If for any reason the Servicer fails to deposit to the
Collection Account Yield Collections it has received for any Collection Period
by the Transfer Date (as indicated on the Monthly Servicer's Certificate
delivered pursuant to Section 3.4(c) of the Agreement), the Trustee shall, on
the related Distribution Date, withdraw from the Servicer Cash Collateral
Account an amount equal to the shortfall required to pay Class A Monthly
Interest and Class B Monthly Interest for such Collection Period and deposit
such amount in the Collection Account. The Servicer shall be required to remit
such amount to the Collection Account immediately upon notice from the Trustee
that the Trustee has made a withdrawal and, if no such remittance has been made
by the fifth Business Day after the Distribution Date for such Collection
Period, an Early Amortization Event shall occur on such fifth Business Day. If
the Servicer does remit such amount to the Collection Account by the fifth
Business Day after the Distribution Date for such Collection Period, the Trustee
shall withdraw such amount from the Collection Account and deposit it into the
Servicer Cash Collateral Account. On the Closing Date and on each Distribution
Date, all funds on deposit in the Servicer Cash Collateral Account shall be
invested in Eligible Investments as directed by the Servicer with maturities not
exceeding the succeeding Transfer Date, and all earnings (net of losses and
investment expenses) on such Eligible Investments shall be paid to the Servicer
on the next succeeding Distribution Date (provided that if the Servicer is
obligated to remit funds to the Collection Account pursuant to the foregoing
sentence, such earnings shall be retained in the Servicer Cash Collateral
Account). Upon the termination of the Trust in accordance with Section 12.1(a)
of this Agreement, all funds on deposit in the Servicer Cash Collateral Account
shall be remitted to the Servicer.
21
(c) Optional Termination of the Servicer Cash Collateral
Account. The Servicer may elect to terminate the Servicer Cash Collateral
Account and direct the Trustee to release all funds on deposit in such account
to the Servicer if, at any time, any of the following shall occur and be
continuing:
(i) the Servicer elects to remit Collections to the
Collection Account on a daily basis;
(ii) the ratings assigned by each of Standard &
Poor's and Moody's to the short-term debt obligations of
Yamaha shall be no lower than "A-1" and "P-1", respectively;
(iii) the ratings assigned by each of Standard &
Poor's and Moody's to the short-term debt obligations of DFS
shall be no lower than "A-1" and P-1" and Yamaha and DFS shall
have agreed in a document satisfactory to the Rating Agencies
that DFS shall remit Collections directly to the Collection
Account rather than to Yamaha;
(iv) the Servicer provides a letter of credit, surety
bond or other similar instrument and related documents meeting
the requirements of the Rating Agencies; or
(v) the Servicer obtains written confirmation from
each of Standard & Poor's and Moody's that other arrangements
satisfactory to such Rating Agencies have been effectuated.
(d) Mandatory Termination of the Servicer Cash Collateral
Account. If, on any Determination Date, one-month LIBOR (as calculated by the
Trustee on the preceding LIBOR Determination Date pursuant to Section 4.5(d))
shall exceed 15% per annum, then, in such event, the Servicer shall be required
to remit all Collections to the Collection Account on a daily basis. After such
time, the Servicer Cash Collateral Account shall be terminated and the Trustee
shall release all funds on deposit in such account to the Servicer, net of any
amount not already in the Collection Account required to pay all accrued and
unpaid interest on the Certificates, which amount shall be deposited by the
Trustee into the Collection Account.
In the event that one-month LIBOR (as calculated by the
Trustee pursuant to Section 4.5(d)) shall be equal to or less than 15% per annum
on any Determination Date after the Servicer Cash Collateral Account has been
terminated, the Servicer may, but need not, reestablish and maintain the
Servicer Cash Collateral
22
Account in accordance with Section 4.7(a). If the Servicer elects to reestablish
and maintain the Servicer Cash Collateral Account, the Servicer shall deposit an
amount equal to the Initial Servicer Cash Collateral Deposit into the Servicer
Cash Collateral Account. Once such deposit has been made, the Servicer shall no
longer be required to deposit Collections into the Collection Account on a daily
basis and the Servicer may, but need not, deposit such Collections on a less
frequent basis in accordance with Section 4.1(g).
SECTION 4.8. Establishment of the Principal Funding Account
for the Certificates.
(a) The Trustee, for the benefit of the
Certificateholders, shall establish and maintain or cause to be established and
maintained in the name of the Trustee, on behalf of the Trust, an Eligible
Deposit Account (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 1999-1
Certificateholders. If, at any time, the Principal Funding Account ceases to be
an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall,
within five (5) Business Days, establish a new Eligible Deposit Account as the
Principal Funding Account meeting the conditions specified above, transfer any
cash and/or any investments to such new Principal Funding Account and from the
date such new Principal Funding Account is established, it shall be, for the
Series 1999-1 Certificates, the "Principal Funding Account".
(b) On each Distribution Date during any Accumulation
Period, the Servicer shall withdraw from the Principal Funding Account and
deposit in the Collection Account all interest and other investment income (net
of losses and investment expenses) on funds then on deposit in the Principal
Funding Account, which amounts shall be applied pursuant to Section 4.9(a)-(i)
as Available Yield Funds.
(c) Funds on deposit in the Principal Funding Account
prior to the Class B Expected Final Payment Date shall be invested by the
Trustee (or, if authorized by the Trustee, by the Servicer on behalf of the
Trustee) in Eligible Investments determined by the Servicer; provided that the
Trustee may sell, liquidate or dispose of an Eligible Investment before its
maturity, at the written direction of the Servicer, if such sale, liquidation or
disposal would not result in a loss of all or part of the
23
principal portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal, interest
or any other amount with respect to such Eligible Investment.
(d) Pursuant to the authority granted to the Servicer in
Section 3.1(b), the Servicer shall have the power, revocable by the Trustee, to
make withdrawals and payments or to instruct the Trustee to make withdrawals and
payments from the Principal Funding Account for the purposes of carrying out the
Servicer's or Trustee's duties hereunder. Pursuant to the authority granted to
the Paying Agent in Sections 5.1 and 6.6, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Principal Funding Account
for the purpose of making distributions to the Certificateholders.
SECTION 4.9. Application of Funds on Deposit in the Collection
Account for the Certificates. On each Transfer Date, the Servicer shall instruct
the Trustee in writing to apply, and on the immediately succeeding Distribution
Date the Trustee, acting in accordance with such instructions, shall apply, for
the Collection Period immediately preceding such Distribution Date, from amounts
on deposit in the Collection Account (A) an amount equal to the Floating
Allocation Percentage of Yield Collections plus an amount equal to the
Transferor Percentage of Principal Collections equal to the Available
Subordinated Amount, if any, allocable to the Certificates pursuant to Section
4.13 plus any net investment income with respect to the Principal Funding
Account plus the Floating Allocation Percentage of net investment income on the
Collection Account (to the extent provided in Section 4.1(b) of the Agreement)
plus the Floating Allocation Percentage of net investment income on the Special
Funding Account to the extent provided in Section 4.2(c) of the Agreement
(collectively, the "Available Yield Funds") all in the manner set forth in
Sections 4.9(a) through 4.9(i) below and (B) an amount equal to the sum of the
remaining funds on deposit in the Collection Account with respect to such
Distribution Date including any Available Yield Funds remaining after the
application described in Sections (a) through (j) below, the Fixed Allocation
Percentage of Principal Collections, Excess Principal Collections, if any, from
other Series allocable to the Series 1999-1 Certificates pursuant to Section
4.12 and the Transferor Percentage of Principal Collections allocable to the
Series 1999-1 Certificates pursuant to Section 4.13 (collectively the "Available
Principal Funds") in the manner set forth in Section 4.9(j) of this Agreement.
(a) Class A Monthly Interest. On each Distribution Date,
the Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account and distribute to the Class A
Certificateholders to the
24
extent of any Available Yield Funds, an amount equal to Class A Monthly Interest
for such Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, plus any additional interest at the Class A Certificate Rate
with respect to interest amounts that were due but not paid on a prior
Distribution Date.
(b) Class B Monthly Interest. On each Distribution Date,
the Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account and shall distribute to the Class B
Certificateholders to the extent of any Available Yield Funds after giving
effect to the withdrawal pursuant to Section 4.9(a), an amount equal to Class B
Monthly Interest for such Distribution Date plus the amount of any Class B
Monthly Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, plus any additional interest at the Class B
Certificate Rate with respect to interest amounts that were due but not paid on
a prior Distribution Date.
(c) Class C Monthly Interest. On each Distribution Date,
the Trustee, acting in accordance with instructions from the Servicer, shall
withdraw from the Collection Account and shall distribute to the Class C
Certificateholders to the extent of any Available Yield Funds after giving
effect to the withdrawals pursuant to Sections 4.9(a) and (b), an amount equal
to Class C Monthly Interest for such Distribution Date plus the amount of any
Class C Monthly Interest previously due but not paid to the Class C
Certificateholders on a prior Distribution Date, plus any additional interest at
the Class C Certificate Rate with respect to interest amounts that were due but
not paid on a prior Distribution Date.
(d) Investor Monthly Servicing Fee. On each Distribution
Date, the Trustee, acting in accordance with instructions from the Servicer,
shall withdraw from the Collection Account, to the extent of the remaining
Available Yield Funds after giving effect to the withdrawals pursuant to
Sections 4.9(a), (b) and (c), an amount equal to the Investor Monthly Servicing
Fee for such Distribution Date plus any Investor Monthly Servicing Fee due with
respect to any prior Collection Periods but not distributed to the Servicer, and
distribute such amount to the Servicer (unless such amounts shall have been
previously netted against deposits to the Collection Account).
(e) Investor Default Amount. On each Distribution Date,
the Trustee, acting in accordance with instructions from the Servicer, shall set
aside and retain in the Collection Account, to the extent of the remaining
Available Yield Funds after giving effect to Sections 4.9(a), (b), (c) and (d),
an amount equal to the
25
aggregate Investor Default Amount for such Distribution Date which amount shall
be deemed to be Principal Collections and treated as Excess Principal
Collections with respect to Distribution Dates with respect to the Revolving
Period, and thereafter will be set aside and retained in the Collection Account
first as a part of Class A Monthly Principal and then as a part of Class B
Monthly Principal during any Accumulation Period or any Early Amortization
Period and applied in accordance with Section 4.9(j) or, if applicable, will be
set aside and retained in the Collection Account and be applied as part of Class
C Monthly Principal as provided in Section 4.9(j).
(f) Reimbursement of Class A Investor Charge-Offs. On each
Distribution Date, the Trustee, acting in accordance with instructions of the
Servicer, shall set aside and retain in the Collection Account, to the extent of
the remaining Available Yield Funds after giving effect to the withdrawals
pursuant to Sections 4.9(a), (b), (c), (d) and (e), an amount equal to
reimbursements of unreimbursed Class A Investor Charge-Offs, if any, which
amount shall be set aside and retained in the Collection Account as a part of
Class A Monthly Principal during any Early Amortization Period or Accumulation
Period and applied in accordance with Section 4.9(j).
(g) Reimbursement of Class B Investor Charge-Offs. On each
Distribution Date, the Trustee, acting in accordance with instructions of the
Servicer, shall set aside and retain in the Collection Account, to the extent of
the remaining Available Yield Funds after giving effect to the withdrawals
pursuant to Sections 4.9(a), (b), (c), (d), (e) and (f), an amount equal to
reimbursements of unreimbursed Class B Investor Charge-Offs, if any, which
amount shall be deemed to be Principal Collections and treated as Excess
Principal Collections with respect to Distribution Dates with respect to the
Revolving Period, and thereafter will be set aside and retained in the
Collection Account as a part of Class B Monthly Principal during any Early
Amortization Period or Accumulation Period and applied in accordance with
Section 4.9(j).
(h) Reimbursement of Class C Investor Charge-Offs. On each
Distribution Date, the Trustee, acting in accordance with instructions from the
Servicer, shall set aside and retain in the Collection Account to the extent of
the remaining Available Yield Funds after giving effect to Sections 4.9(a), (b),
(c), (d), (e), (f) and (g), an amount equal to unreimbursed Class C Investor
Charge-Offs, if any, which amount shall be deemed to be Principal Collections
and treated as Excess Principal Collections with respect to Distribution Dates
with respect to the Revolving Period and thereafter will be set aside and
retained in the Collection Account first as a part of Class A Monthly Principal
and then as a part of Class B Monthly Principal
26
during any Accumulation Period or any Early Amortization Period and applied in
accordance with Section 4.9(j) or, if applicable, will be set aside and retained
in the Collection Account and be applied as part of Class C Monthly Principal as
provided in Section 4.9(j).
(i) Excess Yield Collections. On each Distribution Date
during the Revolving Period, the Trustee, acting in accordance with instructions
from the Servicer, shall withdraw from the Collection Account and distribute to
the Transferor to the extent available, remaining Available Yield Funds after
giving effect to Sections 4.9(a) through (h) above.
(j) Principal. (A) For each Distribution Date during the
Revolving Period, the Available Principal Funds will be treated as Excess
Principal Collections and applied as provided in Section 4.1(f) of the
Agreement.
(B) For each Distribution Date during the applicable
Accumulation Period or any Early Amortization Period and thereafter, the
Available Principal Funds will be allocated in the following priority:
(i) an amount equal to the Controlled Deposit
Amount for the Class A Expected Final Payment Date or any Distribution
Date during the Controlled Accumulation Period, or an amount up to Class
A Monthly Principal for any Distribution Date during an Early
Amortization Period, plus any remaining Available Principal Funds (not
to exceed the Class A Adjusted Invested Amount), will, during the
Controlled Accumulation Period, be deposited into the Principal Funding
Account and will, during any Early Amortization Period, be allocated to
the Class A Certificateholders and distributed pursuant to Section
4.10(a)(v);
(ii) an amount equal to Class B Monthly Principal
for such Distribution Date, plus any remaining Available Principal Funds
(not to exceed the Class B Adjusted Invested Amount), will, during the
Rapid Accumulation Period, be deposited into the Principal Funding
Account and will, during any Early Amortization Period, be allocated to
the Class B Certificateholders and distributed pursuant to Section
4.10(a)(vi);
(iii) an amount equal to Class C Monthly
Principal for such Distribution Date on or after the Offered
Certificates have been paid in full, plus any remaining Available
Principal Funds, will be distributed pursuant to Section 4.10(a)(vii);
and
27
(iv) an amount equal to the balance of any
remaining Available Principal Funds will be treated as Excess Principal
Collections and applied as provided in Section 4.1(f) of the Agreement.
SECTION 4.10. Distributions to Certificateholders.
(a) The Servicer shall make or shall cause the Trustee to
make the following distributions to the Paying Agent (for distribution to the
Series 1999-1 Certificateholders in accordance with Section 5.1) at the
following times from the Collection Account and the Principal Funding Account:
(i) on each Distribution Date, including the
Class A Expected Final Payment Date, the amounts on deposit in the
Collection Account described in Section 4.9(a) (other than any
investment earnings thereon) shall be distributed for payment to the
Class A Certificateholders;
(ii) on each Distribution Date, including the
Class B Expected Final Payment Date, the amounts on deposit in the
Collection Account described in Section 4.9(b) (other than any
investment earnings thereon) shall be distributed for payment to the
Class B Certificateholders;
(iii) on the Class A Expected Final Payment Date,
all amounts on deposit in the Principal Funding Account, up to a maximum
amount on such date equal to the Class A Invested Amount on such date,
shall be distributed for payment to the Class A Certificateholders;
(iv) on the Class B Expected Final Payment Date,
all amounts on deposit in the Principal Funding Account, up to a maximum
amount on such date equal to the Class B Invested Amount on such date,
shall be distributed for payment to the Class B Certificateholders;
(v) if the Class A Invested Amount is not paid in
full on the Class A Expected Final Payment Date or if an Early
Amortization Event has otherwise occurred, on each Distribution Date
thereafter until the Class A Certificateholders have been paid in full,
the amount on deposit in the Collection Account constituting Available
Principal Funds, up to a maximum amount on such date equal to the Class
A Invested Amount on such date, shall be distributed for payment to the
Class A Certificateholders;
28
(vi) if the Class B Invested Amount is not paid
in full on the Class B Expected Final Payment Date or if an Early
Amortization Event has otherwise occurred, on each Distribution Date
thereafter until the Class B Certificateholders have been paid in full,
the amount on deposit in the Collection Account constituting Available
Principal Funds, up to a maximum amount on such date equal to the Class
B Invested Amount on such date, shall be distributed for payment to the
Class B Certificateholders; and
(vii) on each Distribution Date on and after the
Offered Certificates have been paid in full, all amounts on deposit in
the Collection Account constituting Available Principal Funds, up to a
maximum amount on any such date equal to the Class C Invested Amount on
such date, shall be distributed for payment to the Class C
Certificateholders.
(b) The distributions to be made pursuant to this Section
4.10 and Section 4.9 are subject to the provisions of Sections 9.2, 10.1, 12.1
and 12.2 of the Agreement and Section 4 of this Supplement.
SECTION 4.11. Investor Charge-Offs. If, on any Distribution
Date, the Available Yield Funds on deposit in the Collection Account remaining
after the withdrawals and retention required pursuant to Sections 4.9(a), (b),
(c), (d), (e), (f) and (g) is less than the Investor Default Amount for such
Distribution Date, the Class C Invested Amount will be reduced by the amount by
which such Investor Default Amount exceeds such remaining Available Yield Funds
(a "Class C Investor Charge-Off").
(a) In the event that any such reduction of the Class C
Invested Amount would cause the Class C Invested Amount to be a negative number,
the Class C Invested Amount will be reduced to zero, and the Class B Invested
Amount will be reduced by the amount by which the Class C Invested Amount would
have been reduced below zero, but not more than the Investor Default Amount for
such Distribution Date (a "Class B Investor Charge-Off"). To the extent that on
any subsequent Distribution Date there remains any Available Yield Funds on
deposit in the Collection Account after giving effect to Sections 4.9(a), (b),
(c), (d), (e) and (f), the Servicer will apply such remaining Available Yield
Funds as provided in Section 4.9(g) to reimburse the aggregate amount of Class B
Investor Charge-Offs not previously reimbursed, up to the amount so available.
(b) In the event that any such reduction of the Class B
Invested Amount would cause the Class B Invested Amount to be a negative number,
the
29
Class B Invested Amount will be reduced to zero, and the Class A Invested Amount
will be reduced by the amount by which the Class B Invested Amount would have
been reduced below zero, but not more than the Investor Default Amount for such
Distribution Date (a "Class A Investor Charge-Off"). To the extent that on any
subsequent Distribution Date there remains any Available Yield Funds on deposit
in the Collection Account after giving effect to Sections 4.9(a), (b), (c), (d)
and (e), the Servicer will apply such remaining Available Yield Funds as
provided in Section 4.9(f) to reimburse the aggregate amount of Class A Investor
Charge-Offs not previously reimbursed, up to the amount so available.
(c) To the extent that on any subsequent Distribution Date
there remains any Available Yield Funds on deposit in the Collection Account
after giving effect to Sections 4.9(a), (b), (c), (d), (e), (f) and (g), the
Servicer will apply such remaining Available Yield Funds as provided in Section
4.9(h) to reimburse the aggregate amount of Class C Investor Charge-Offs not
previously reimbursed, up to the amount so available.
SECTION 4.12. Excess Principal Collections. Excess Principal
Collections allocated to the Series 1999-1 Certificates for any Distribution
Date pursuant to Section 4.1(f)(a), and available for distribution to the
Certificateholders pursuant to Section 4.9(j)(B), shall mean 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
1999-1 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. For any Distribution Date during the Revolving Period, Excess
Principal Collections from another series allocated to the Series 1999-1
Certificates shall be zero.
SECTION 4.13. Transferor Percentage of Principal Collections.
For any Distribution Date during any Accumulation Period or Early Amortization
Period, the Transferor Percentage of Principal Collections allocated to the
Series 1999-1 Certificates, and available for distribution to Certificateholders
pursuant to Section 4.9(j)(B), shall mean an amount equal to the product of (x)
the Transferor Percentage of Principal Collections for all series for such
Distribution Date (after giving effect to Section 4.14) and (y) a fraction, the
numerator of which is the Series 1999-1 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. Except as
provided in Section 4.14, for any Distribution Date with respect to the
Revolving Period, the Transferor Percentage of Principal Collections allocated
to the Series 1999-1 Certificates shall be zero.
30
SECTION 4.14. Subordination of Transferor Interest In Certain
Circumstances. (a) In the event that, on any Determination Date, a Transferor
Subordination Event (as defined below) shall have occurred and be continuing,
then the Transferor's right to the Transferor Percentage of Principal
Collections received during the related Collection Period shall be subordinated
to the extent of the applicable Available Subordinated Amount. The amount of the
Transferor Percentage of Principal Collections equal to the Available
Subordinated Amount allocable to the Series 1999-1 Certificates and the
certificates of any other Series shall be included in Available Yield Funds and
applied as such pursuant to Section 4.9(a)-(i) and the remaining amount of the
Transferor Percentage of Principal Collections shall then be applied as provided
in Section 4.13.
(b) In the event that on any subsequent Determination Date
such Transferor Subordination Event shall no longer be continuing, provided that
no Early Amortization Event shall have occurred, the right of the Transferor to
receive the Transferor Percentage of Principal Collections during the related
Collection Period shall no longer be subordinated, and the Available
Subordinated Amount shall be deemed to be zero again; provided that the
Transferor's right to receive the Transferor Percentage of Principal Collections
shall remain subject to Section 4.13.
In the case of the event described in clause (d)(i) below, the
Available Subordinated Amount will be equal to 1% of the Class A Adjusted
Invested Amount and the Class B Adjusted Invested Amount as of the last day of
such Collection Period.
In the case of any event described in clause (d)(ii), (d)(iii)
or (d)(viii) below, the Available Subordinated Amount will be equal to the
dollar amount by which the aggregate balance of such Receivables exceeds the
specified percentage therein.
In the case of the event described in clause (d)(iv) below,
the Available Subordinated Amount will be equal to the dollar amount by which
such sum exceeds the specified percentage therein.
In the case of the event described in clause (d)(v) below, the
Available Subordinated Amount will be adjusted each Collection Period thereafter
by the aggregate amount of Receivables in those New Accounts included in the
Trust which caused such percentage to exceed the specified percentages therein,
or alternatively, will not be so adjusted in the event the Transferor provides
to the Trustee a letter from each of the Rating Agencies then providing a rating
for any Class of Offered
31
Certificates at the Transferor's request that such event will not result in a
downgrade or withdrawal of the then current ratings assigned by each of them to
any Class of Offered Certificates.
In the case of the event described in clause (d)(vi) or
(d)(vii) below, the Available Subordinated Amount will be increased by the
aggregate amount of Receivables in New Accounts and Dealer Replacement Accounts,
or alternatively, will not be so adjusted in the event the Transferor provides
to the Trustee a letter from each of the Rating Agencies then providing a rating
for any Class of Offered Certificates at the Transferor's request that such
event will not result in a downgrade or withdrawal of the then current ratings
assigned by each of them to any Class of Offered Certificates.
Should any increase in the Available Subordinated Amount
resulting from the occurrence of an event described in clauses (d)(ii)-(d)(viii)
below cause the Transferor Amount as a percentage of the Trust Principal
Component to be less than the Minimum Transferor Percentage, then the Transferor
shall deposit funds in an amount equal to such deficiency to the Collection
Account. Any such deposit by the Transferor shall be treated as a Collection and
allocated in respect of Yield Collections and Principal Collections as specified
in this Article IV. Unless otherwise indicated, the "Available Subordinated
Amount" at any time shall be the sum of all Available Subordinated Amounts
described below at such time.
(c) The Available Subordinated Amount shall be reduced on any
Distribution Date by the amount of the Transferor Percentage of Principal
Collections which are applied as Available Yield Funds and shall be reinstated
(up to the required Available Subordinated Amount) by the amount of the
Available Yield Funds distributed to the Transferor as provided in Section
4.9(i).
(d) A "Transferor Subordination Event" with respect to the
Offered Certificates shall mean the occurrence of any of the following events at
any time:
(i) the average payment rate determined by
dividing the aggregate amount of Collections for each Collection Period
by the beginning Pool Balance for each such Collection Period, averaged
for any three consecutive Collection Periods, is less than (x) with
respect to the Collection Periods included in the period from each
November through the next succeeding April, 10% and (y) with respect to
the Collection Periods included in the period from each May through the
next succeeding October, 13%;
32
(ii) as of the last day of any Collection Period,
the aggregate balance of Receivables with respect to Products
constituting all-terrain vehicles, calculated as a percentage of the
Pool Balance, exceeds 36%;
(iii) as of the last day of any Collection
Period, the aggregate balance of Receivables with respect to all
Products other than motorcycles/scooters, water vehicles, all-terrain
vehicles, outboards and snowmobiles, calculated as a percentage of the
Pool Balance, exceeds 10%;
(iv) the sum of (x) the aggregate amount of all
dealer "holdbacks" with respect to Products for which there has been no
retail sale by the Dealer, plus (y) the aggregate amount of all
discounts available to Dealers pursuant to sales programs on Products
owed by Yamaha to the Dealers, exceeds 5% of the Pool Balance;
(v) either (x) on an annual basis, the percentage
derived by dividing the number of New Accounts added to the Trust
during any fiscal year of the Transferor by the number of Accounts in
the Trust at the beginning of such year exceeds 8% or (y) on a
quarterly basis, the percentage derived by dividing the number of New
Accounts added to the Trust during such calendar quarter by the number
of Accounts in the Trust at the beginning of such calendar quarter
exceeds 5%;
(vi) the annualized rate (averaged for a period
of three consecutive Collection Periods) of (x) Defaulted Receivables
minus recoveries plus the repossession value of all Products
repossessed during each such Collection Period to (y) the beginning
Pool Balance for the related Collection Period exceeds 7.5%;
(vii) either (x) on an annual basis, the
percentage derived by dividing the number of New Accounts and Dealer
Replacement Accounts added to the Trust during any fiscal year of the
Transferor by the number of Accounts in the Trust at the beginning of
such year exceeds 15% or (y) on a quarterly basis, the percentage
derived by dividing the number of New Accounts and Dealer Replacement
Accounts added to the Trust during such calendar quarter by the number
of Accounts in the Trust at the beginning of such calendar quarter
exceeds 5%; and
(viii) as of the last day of any Collection
Period prior to the repayment in full of the Series 1995-1 Asset-Backed
Certificates and the
33
Series 1998-1 Asset-Backed Certificates, the aggregate balance of
Receivables due from a single Dealer, as a percentage of the Pool
Balance, exceeds 1%.
[END OF ARTICLE IV]
SECTION 10. Article V of the Agreement. Article V of the
Agreement shall read in its entirety as follows:
"ARTICLE V
DISTRIBUTIONS AND REPORTS TO
CERTIFICATEHOLDERS
SECTION 5.1. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class A Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class A Certificates held by such
Class A Certificateholder) of the amounts on deposit in the Collection Account
pursuant to Section 4.10.
(b) On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class B Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class B Certificates held by such
Class B Certificateholder) of the amounts on deposit in the Collection Account
pursuant to Section 4.10.
(c) On the Class A Expected Final Payment Date, the Paying
Agent shall distribute to each Class A Certificateholder of record as of the
preceding Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class A Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class A Certificates held by such
Class A Certificateholder) of the amounts on deposit in the Principal Funding
Account as are payable to the Class A Certificateholders pursuant to Section
4.10.
34
(d) On the Class B Expected Final Payment Date, the Paying
Agent shall distribute to each Class B Certificateholder of record as of the
preceding Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class B Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class B Certificates held by such
Class B Certificateholder) of the amounts on deposit in the Principal Funding
Account as are payable to the Class B Certificateholders pursuant to Section
4.10.
(e) On each Distribution Date, the Paying Agent shall
distribute to each Class C Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class C Certificateholder's pro rata share (based on the
aggregate Undivided Interests represented by Class C Certificates held by such
Class C Certificateholder) of Class C Monthly Interest and unpaid Class C
Monthly Interest to the extent available from Yield Collections pursuant to
Section 4.9(c).
(f) On and after the date on which the Class A
Certificateholders and the Class B Certificateholders have been paid in full,
the Paying Agent shall distribute to each Class C Certificateholder of record as
of the preceding Record Date (other than as provided in Section 12.2 respecting
a final distribution) such Class C Certificateholder's pro rata share (based on
the aggregate Undivided Interests represented by Class C Certificates held by
such Class C Certificateholder) of the amounts on deposit in the Collection
Account as are payable to the Class C Certificateholders pursuant to Section
4.10.
(g) Except as provided in Section 12.2 with respect to a
final distribution, distributions to Certificateholders hereunder shall be made
by check mailed to each such Certificateholder at such Certificateholder's
address appearing in the Certificate Register without presentation or surrender
of any such Certificate or the making of any notation thereon; provided,
however, that with respect to such Certificates registered in the name of a
Clearing Agency, such distributions shall be made to such Clearing Agency in
immediately available funds.
SECTION 5.2. Statements to Certificateholders. On each
Distribution Date, the Paying Agent, on behalf of the Trustee, shall forward to
each Certificateholder a statement prepared by the Servicer setting forth
certain information relating to the Trust and the Certificates.
On or before January 31 of each calendar year, beginning with
calendar year 2000, the Paying Agent, on behalf of the Trustee, shall furnish or
cause
35
to be furnished to each Person who at any time during the preceding calendar
year was a Certificateholder of Series 1999-1, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to the Certificateholders, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Certificateholder of
such Series, 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 Certificateholders of such Series to
prepare their tax returns. Such obligation of the Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Paying Agent pursuant to any requirements of the
Internal Revenue Code as from time to time in effect.
[END OF ARTICLE V]"
SECTION 11. Early Amortization Events. If any one of the
events specified in Section 9.1 of the Agreement (after any grace periods or
consents applicable thereto) or any one of the following events shall occur
during either the Revolving Period or any Accumulation Period with respect to
the Series 1999-1 Certificates:
(i) there will have been three (3) consecutive
Distribution Dates on which the Class C Invested Amount is less than
the Initial Class C Invested Amount;
(ii) on any Determination Date, the Class C Invested
Amount as of the last day of the prior Collection Period is less than
8.25% of the Initial Invested Amount;
(iii) the average payment rate determined by dividing the
aggregate amount of Collections for each Collection Period by the
beginning Pool Balance for each such period, averaged for any three
consecutive Collection Periods, shall be less than (y) with respect to
the Collection Periods included in the period from each November
through the next succeeding April, 10% and (z) with respect to the
Collection Periods included in the period from each May through the
next succeeding October, 13%; provided that this clause (iii) may be
amended without the consent of any Certificateholder but with the
consent of the Transferor and the Rating Agencies;
36
(iv) the annualized rate (averaged for a period of any
three consecutive Collection Periods) of (x) Defaulted Receivables
minus recoveries plus the repossession value of all Products
repossessed during each such Collection Period to (y) the beginning
Pool Balance for such Collection Period exceeds 10%; provided that this
clause (v) shall not constitute an Early Amortization Event if, upon
the occurrence of such event, the Available Subordinated Amount is
increased by an amount equal to 1% of the sum of the Class A Adjusted
Invested Amount and the Class B Adjusted Invested Amount (to the extent
such increase does not result in the Transferor Amount as a percentage
of the Trust Principal Component, to fall below the Minimum Transferor
Percentage), in which case an Early Amortization Event under this
clause (iv) shall not occur until such time as such annualized rate
equals or exceeds 11%; provided, further, that this clause (iv) may be
amended without the consent of any Certificateholder but with the
consent of the Transferor and the Rating Agencies;
(v) on any Determination Date, the Transferor Amount, as
of the last day of the prior Collection Period, shall be less than 12%
of the Trust Principal Component and the annualized rate (averaged for
a period of any two consecutive Collection Periods) determined by
dividing (x) the amount of Collections of Receivables comprised of
interest, fees and service charges collected from Dealers in the
related Collection Period by (y) the Pool Balance at the beginning of
the related Collection Period shall be less than 6%; or
(vi) the Trustee shall have made a withdrawal from the
Servicer Cash Collateral Account pursuant to Section 4.7(b) and the
Servicer shall have failed to remit Collections to the Collection
Account in the amount of such withdrawal by the fifth Business Day
after the Distribution Date for such Collection Period;
then, in the case of any event specified in Section 9.1 of the Agreement, an
Early Amortization Event with respect to all Series of Certificates then
outstanding shall occur without any notice or other action on the part of the
Trustee or all Investor Certificateholders immediately upon the occurrence of
such event, and, in the case of any event described in clauses (i)-(vi), an
Early Amortization Event with respect to only the Series 1999-1 Certificates
shall occur without any notice or other action on the part of the Trustee or the
Certificateholders or all Investor Certificateholders, as appropriate,
immediately upon the occurrence of such event.
37
SECTION 12. Series-Specific Transferor Covenants. The
Transferor hereby covenants and agrees, for so long as the Series 1999-1
Certificates remain outstanding and Moody's shall be a Rating Agency, as
follows:
(a) the Transferor shall not assume or guarantee the
liabilities of any other entity;
(b) the Transferor shall observe all corporate formalities
in connection with all dealings between itself and its affiliates;
(c) the Transferor shall pay its own liabilities and
expenses with its own funds, and not those of its parent; and
(d) the Transferor shall only cause certificates to be
issued by other trusts which may be formed by it and shall only issue
indebtedness secured or collateralized by accounts receivable if Moody's shall
have confirmed in writing that any such issuance will not result in a downgrade
or withdrawal of Xxxxx'x rating on any outstanding certificates issued by trusts
formed by the Transferor or outstanding indebtedness of the Transferor secured
or collateralized by accounts receivable.
SECTION 13. Ratification of Master Pooling and Servicing
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 14. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.
SECTION 15. 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.
38
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-1 Supplement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first above
written.
YAMAHA MOTOR RECEIVABLES
CORPORATION, as Transferor
By:_______________________________
Name:
Title:
YAMAHA MOTOR CORPORATION,
U.S.A., as Servicer
By:_______________________________
Name:
Title:
THE FUJI BANK AND TRUST
COMPANY, as Trustee and
Paying Agent
By:_______________________________
Name:
Title:
39
