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EXHIBIT 10.59
EXECUTION COPY
XXXXXX FUNDING MASTER TRUST
SERIES 2000-1 SUPPLEMENT
Dated as of March 8, 2000
to
AMENDED AND RESTATED
POOLING AGREEMENT
Dated as of March 8, 2000
Among
XXXXXX FUNDING INC.,
as Company
XXXXXX MICRO INC.,
as Master Servicer,
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent,
REDWOOD RECEIVABLES CORPORATION
as Initial Purchaser
THE SEVERAL FINANCIAL INSTITUTIONS PARTY HERETO
FROM TIME TO TIME AS LIQUIDITY BANKS
and
THE CHASE MANHATTAN BANK,
as Trustee
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TABLE OF CONTENTS
Page
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ARTICLE I Definitions........................................................1
SECTION 1.01. Definitions...............................................1
SECTION 1.02. Other Terms..............................................20
SECTION 1.03. Computation of Time Periods..............................21
ARTICLE II Designation of VFC Certificate; Purchase and Sale
of the VFC Certificate...........................................21
SECTION 2.01. Designation..............................................21
SECTION 2.02. The VFC Certificates and Series 2000-1
Subordinated Interest....................................21
SECTION 2.03. Purchases of Interests in the VFC Certificates and
the Series 2000-1 Subordinated Interest..................22
SECTION 2.04. Delivery.................................................23
SECTION 2.05. Procedure for Initial Issuance and for Increasing
the Series 2000-1 Invested Amount........................23
SECTION 2.06. Procedure for Decreasing the
Series 2000-1 Invested Amount............................25
SECTION 2.07. Reductions of the Commitments............................25
SECTION 2.08. Interest; Commitment Fee.................................26
SECTION 2.09. Indemnification by the Company...........................27
ARTICLE III Article III of the Agreement....................................29
SECTION 3.01............................................................29
SECTION 3.02. Establishment of Trust Accounts..........................29
SECTION 3.03. Daily Allocations........................................31
SECTION 3.04. Determination of Interest................................33
SECTION 3.05. Determination of Series 2000-1 Monthly Principal.........34
SECTION 3.06. Applications.............................................35
SECTION 3.07. Prepayment...............................................37
ARTICLE IV Distributions and Reports........................................38
SECTION 4.01. Distributions............................................39
SECTION 4.02. Daily Reports............................................39
SECTION 4.03. Statements and Notices...................................39
ARTICLE V Additional Early Amortization Events..............................40
SECTION 5.01. Additional Early Amortization Events.....................40
ARTICLE VI Servicing Fee....................................................44
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SECTION 6.01. Servicing Compensation...................................44
ARTICLE VII Change in Circumstances.........................................44
SECTION 7.01. Illegality...............................................44
SECTION 7.02. Requirements of Law......................................45
SECTION 7.03. Taxes....................................................47
SECTION 7.04. Indemnity................................................50
SECTION 7.05. Assignment of Commitments Under Certain
Circumstances; Duty to Mitigate..........................51
SECTION 7.06. Limitation...............................................52
ARTICLE VIII Covenants, Representations and Warranties......................52
SECTION 8.01. Representations and Warranties of the Company and
the Master Servicer......................................52
SECTION 8.02. Covenants of the Company and the Master Servicer.........52
SECTION 8.03. Negative Covenants of the Company; Covenants of
the Master Servicer......................................53
SECTION 8.04. Obligations Unaffected...................................57
SECTION 8.05. Representations and Warranties of
the Initial Purchaser and the Liquidity Banks............58
ARTICLE IX Conditions Precedent.............................................60
SECTION 9.01. Conditions Precedent to Effectiveness of Supplement......60
ARTICLE X The Agent.........................................................63
SECTION 10.01. Appointment.............................................63
SECTION 10.02. Delegation of Duties....................................63
SECTION 10.03. Exculpatory Provisions..................................64
SECTION 10.04. Reliance by Agent.......................................64
SECTION 10.05. Notice of Servicer Default or Early Amortization
Event or Potential Early Amortization Event.............65
SECTION 10.06. Non-Reliance on Agent and Other Purchasers..............65
SECTION 10.07. Indemnification.........................................66
SECTION 10.08. Agent in Its Individual Capacity........................66
SECTION 10.09. Successor Agent.........................................66
ARTICLE XI Miscellaneous....................................................67
SECTION 11.01. Ratification of Agreement...............................67
SECTION 11.02. Governing Law...........................................67
SECTION 11.03. Further Assurances......................................67
SECTION 11.04. Payments................................................67
SECTION 11.05. Costs and Expenses......................................68
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SECTION 11.06. No Waiver; Cumulative Remedies..........................68
SECTION 11.07. Amendments..............................................69
SECTION 11.08. Severability............................................70
SECTION 11.09. Notices.................................................70
SECTION 11.10. Successors and Assigns..................................70
SECTION 11.11. Counterparts............................................71
SECTION 11.12. Adjustments; Setoff.....................................71
SECTION 11.13. Limitation of Payments by Company.......................72
SECTION 11.14. No Bankruptcy Petition..................................72
SECTION 11.15. Limitation on Addition and Termination of Sellers.......72
SECTION 11.16. Third-Party Beneficiaries...............................74
SECTION 11.17. Subordination Agreement.................................74
SECTION 11.18. Information With Respect to the Receivables.............77
ARTICLE XII Final Distributions.............................................78
SECTION 12.01. Certain Distributions...................................78
EXHIBITS
Exhibit A Form of VFC Certificate, Series 2000-1
Exhibit B Form of Commitment Transfer Supplement
Exhibit C Form of Administrative Questionnaire
Exhibit D Form of Daily Report
Exhibit E Form of Monthly Settlement Statement
Exhibit F Form of Notice of Issuance/Increase
Exhibit G Form of Confidentiality Agreement
SCHEDULES
Schedule 1 Commitments
Schedule 2 Trust Accounts
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Series 2000-1 SUPPLEMENT dated as of March 8, 2000 (this
"Supplement"), among the Company, the Master Servicer, Redwood Receivables
Corporation ("Redwood"), the Liquidity Banks from time to time party hereto,
General Electric Capital Corporation, as agent (the "Agent") for the Purchasers
(as hereinafter defined) and the Trustee.
W I T N E S S E T H :
WHEREAS, the Company, the Master Servicer and the Trustee have entered
into the Amended and Restated Pooling Agreement dated as of March 8, 2000 (as
in effect on the date hereof and as the same may be amended, supplemented or
otherwise modified from time to time, the "Agreement");
WHEREAS, the Agreement provides, among other things, that the Company,
the Master Servicer and the Trustee may at any time and from time to time enter
into supplements to the Agreement for the purpose of authorizing the issuance
on behalf of the Trust by the Company for execution and redelivery to the
Trustee for authentication of one or more Series of Investor Certificates; and
WHEREAS, the Company, the Master Servicer, the Trustee, Redwood as the
Initial Purchaser (the "Initial Purchaser") and the Liquidity Banks wish to
supplement the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Definitions. Capitalized terms defined or referenced in
the Agreement or the Liquidity Agreement shall be used herein as therein
defined (unless otherwise defined or referenced herein) and the following words
and phrases shall have the following meanings with respect to Series 2000-1 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:
"Accrual Period" shall have the meaning assigned in the Agreement
except that with respect to the Commitment Fee and interest on the VFC
Certificates, "Accrual Period" shall mean a calendar month (and such Accrual
Period shall relate to the Distribution Date next succeeding the end of such
Accrual Period).
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"Accrued Expense Adjustment" shall mean, for any Business Day in any
Accrual Period, the amount, if any, which may be less than zero, equal to the
difference between (a) the entire amount of (i) the Commitment Fee, if any, due
and payable on the next succeeding Distribution Date, (ii) the Series 2000-1
Monthly Interest to be distributed on the next succeeding Distribution Date,
(iii) the Series 2000-1 Monthly Servicing Fee, (iv) the aggregate amount of all
previously accrued and unpaid Series 2000-1 Monthly Interest for prior
Distribution Dates, (v) the aggregate amount of all accrued and unpaid
Additional Interest and (vi) all accrued Program Costs, in each case for such
Accrual Period determined as of such day, and (b) the aggregate of the amounts
transferred to the Series 2000-1 Non-Principal Collection Sub-subaccount on or
before such day in respect of such Accrual Period pursuant to Section
3.03(a)(i), before giving effect to any transfer made in respect of the Accrued
Expense Adjustment on such day pursuant to the proviso to such Section
3.03(a)(i).
"Accrued Expense Amount" shall mean, for each Business Day during an
Accrual Period, the sum of (a) in the case of each of the first ten Business
Days in the Accrual Period, one-thirtieth of the Commitment Fee payable to the
Agent for the benefit of the Purchasers as provided in Section 2.08(b) hereof,
(b) in the case of each of the first ten Business Days in the Accrual Period,
one-tenth of the Series 2000-1 Monthly Servicing Fee and (c) in the case of the
last Business Day of each Accrual Period an amount equal to the Monthly
Interest Payment payable on the succeeding Distribution Date, (in the case of
the foregoing clause (b), up to the amount thereof due and payable on the
succeeding Distribution Date, and in the case of the foregoing clause (a), up
to the amount thereof next due and payable pursuant to Section 2.08 hereof but
subject to Accrued Expense Adjustments as provided in Section 3.03(a)(i)), (d)
the aggregate amount of all previously accrued and unpaid Series 2000-1 Monthly
Interest for prior Distribution Dates, (e) the aggregate amount of all accrued
and unpaid Additional Interest and (f) all Program Costs that have accrued
since the preceding Business Day.
"Acquisition Date" shall have the meaning assigned in Section 7.01.
"Additional Interest" shall have the meaning assigned in Section
3.04(b).
"Adjusted Liquidity Price" shall have the meaning ascribed to such
term in the Liquidity Agreement.
"Administration Fee" shall have the meaning assigned in Section
2.08(c) hereof.
"Aged Receivables Ratio" shall mean, as of the last day of each
Settlement Period and calculated as provided in Section 1.01(f), the percentage
equivalent of a fraction, the numerator of which shall be the sum of (a) the
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aggregate unpaid balance of Receivables originated by the Sellers that were 91
to 120 days past due and (b) the aggregate amount of Charged-Off Receivables of
the Sellers that were charged off as uncollectible prior to the day that is 91
days after its original due date during such Settlement Period, and the
denominator of which shall be the aggregate Principal Amount of Receivables
originated by the Sellers during the fourth prior Settlement Period.
"Aggregate Commitment Amount" shall mean, with respect to any Business
Day, the aggregate amount of the Commitments of all Purchasers on such date, as
reduced from time to time or terminated in their entirety pursuant to Section
2.07 hereof.
"Agreement" shall have the meaning specified in the recitals hereto.
"Applicable Margin" shall mean at any date of determination: (a) with
respect to the CP Rate, 0.3675% per annum, and (b) with respect to the
Liquidity Interest Rate and the LOC Draw Rate, 0%.
"Article VII Costs" shall mean any amounts due pursuant to Article VII
hereof.
"Available Commitment" shall mean, with respect to any Business Day,
the (i) Aggregate Commitment Amount on such Business Day minus (ii) the Series
2000-1 Invested Amount.
"Base Rate" shall mean "Prime Rate" in the Money Rates Section of The
Wall Street Journal published on or most recently before such date.
"Benefited Purchaser" shall have the meaning assigned in Section 11.12
hereof.
"Carrying Cost Reserve Ratio" shall mean, as of any Settlement Report
Date and continuing until (but not including) the next Settlement Report Date,
an amount (expressed as a percentage) equal to (a) the product of (i) 2.0 times
Days Sales Outstanding as of such day and (ii) 1.30 times the Base Rate in
effect as of such day divided by (b) 365.
"Change in Control" shall mean the occurrence of any event the result
of which causes the Company not to be a direct or indirect, wholly owned
Subsidiary of Xxxxxx Micro Inc.
"Claim" shall have the meaning specified in Section 2.09(a) hereof.
"Commitment" shall mean, (i) as to any Purchaser, its obligation to
maintain and, subject to certain conditions, increase, its Series 2000-1
Purchaser Invested Amount, in an aggregate amount not to exceed at any one time
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outstanding the amount set forth opposite such Purchaser's name on Schedule 1
hereto under the caption "Commitment", or in its Commitment Transfer Supplement
as such amount may be reduced from time to time as provided herein;
collectively, as to all Purchasers, the "Commitments" and (ii) as to any
Liquidity Banks prior to becoming a Purchaser, its Commitment as set forth in
the Liquidity Agreement or in Section 1 to its Liquidity Lender Assignment
Agreement.
"Commitment Fee" shall have the meaning assigned in Section 2.08(b)
hereof.
"Commitment Percentage" shall mean, (i) as to any Purchaser and as of
any date, the percentage equivalent of a fraction, the numerator of which is
such Purchaser's Commitment as set forth on Schedule 1 or in its Commitment
Transfer Supplement and the denominator of which is the Aggregate Commitment
Amount as of such date and (ii) as to any Liquidity Bank and as of any date
prior to its becoming a Purchaser, the percentage equivalent of a fraction, the
numerator of which is such Liquidity Bank's Commitment as set forth in the
Liquidity Agreement or in Section 1 to its Liquidity Lender Assignment
Agreement and the denominator of which is the total Commitments of all
Liquidity Banks as of such date.
"Commitment Period" shall mean the period commencing on the Issuance
Date and terminating on the date that the Series 2000-1 Amortization Period
commences pursuant to clause (i) of the definition thereof.
"Commitment Reduction" shall have the meaning assigned in Section
2.07(a) hereof.
"Commitment Termination Date" shall mean the earlier of (a) March 7,
2005 and (b) the date on which the Commitments are terminated in whole pursuant
to Section 2.07.
"Commitment Transfer Supplement" shall mean a commitment transfer
supplement substantially in the form of Exhibit B hereto.
"Company Indemnified Person" shall have the meaning assigned in
Section 2.09(a).
"CP Net Amount" shall mean, at any time, (A) Redwood's Series 2000-1
Purchaser Invested Amount (calculated without regard to clauses (d) and (e) of
the definition of Series 2000-1 Purchaser Invested Amount), minus (B) the
aggregate unpaid principal amount of all Liquidity Loans, plus (C) the
aggregate amount, allocated to Redwood's Series 2000-1 Purchaser Invested
Amount, of proceeds from outstanding Liquidity Loans which cannot be used to
pay maturing commercial paper and are, therefore, retained until commercial
paper matures and
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can be paid, minus (D) the excess, if any, of the aggregate outstanding
principal amount of proceeds from LOC Draws over any payments received by the
Letter of Credit Provider in respect thereof as of such date, plus (E) the
aggregate amount, allocated to Redwood's Series 2000-1 Purchaser Invested
Amount, of proceeds from outstanding LOC Draws which cannot be used to pay
maturing commercial paper and are, therefore, retained until commercial paper
matures and can be paid.
"CP Rate" shall mean, for any day, the weighted average of the
interest rates (or if issued at a discount, the weighted average of the rates,
after converting to interest-bearing equivalents) on all outstanding commercial
paper issued by Redwood and outstanding on such day.
"Daily Interest Adjustment" shall mean, for any Business Day in any
Accrual Period, the amount, if any, which may be less than zero, equal to the
difference between (i) the sum of (A) the Series 2000-1 Monthly Interest
determined as of such day, (B) the aggregate amount of all previously accrued
and unpaid Series 2000-1 Monthly Interest for prior Distribution Dates and (C)
the aggregate amount of all accrued and unpaid Additional Interest and (ii) the
amount on deposit in the Series 2000-1 Accrued Interest Sub-subaccount on such
day, if any, after making any deposit thereto pursuant to Section 3.03(c),
before giving effect to any transfer made in respect of the Daily Interest
Adjustment on such day pursuant to the proviso to such subsection.
"Daily Interest Deposit" shall mean, for any Business Day, an amount
equal to (i) the amount of accrued and unpaid Daily Interest Expense in respect
of such day plus (ii) the aggregate amount of all previously accrued, unpaid
and unallocated Series 2000-1 Monthly Interest for prior Distribution Dates
plus (iii) the aggregate amount of all accrued and unpaid Additional Interest.
"Daily Interest Expense" for any day in any Accrual Period, shall mean
the sum of (A) the product of (i) the CP Net Amount divided by 360 and (ii) the
CP Rate plus the Applicable Margin in effect on such day, plus (B) the product
of (i) the aggregate amount of outstanding Liquidity Loans (or following a draw
under the Insurance Policy, an amount equal to the principal amount of such
draw) divided by 360 and (ii) the Liquidity Interest Rate plus the Applicable
Margin in effect on such day, plus (C) the product of (i) LOC Draws Outstanding
divided by 360 and (ii) the LOC Draw Rate plus the Applicable Margin in effect
on such day; provided, that for any such day during the continuation of a
Designated Early Amortization Period, the "Daily Interest Expense" for such day
shall be equal to the greater of (x) the sum of the amounts calculated pursuant
to clauses (A), (B) and (C) above and (y) the product of (1) the Series 2000-1
Invested Amount on such day divided by 365 and (2) the Base Rate in effect on
such day plus 2.00% per annum.
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"Daily Report" shall mean a report prepared by the Master Servicer on
each Business Day for the period specified therein, in substantially the form
of Exhibit D hereto.
"Days Sales Outstanding" shall mean, as of any Settlement Report Date
and continuing until the next Settlement Report Date, the number of days equal
to the product of (a) 91 and (b) the amount obtained by dividing (i) the
aggregate Principal Amount of Eligible Receivables as at the last day of the
Settlement Period immediately preceding such earlier Settlement Report Date, by
(ii) the aggregate Principal Amount of Receivables generated by the Seller for
the three Settlement Periods immediately preceding such earlier Settlement
Report Date.
"Decrease" shall have the meaning assigned in Section 2.06(a).
"Default Ratio" shall mean, as of any date of determination, the ratio
(expressed as a percentage) of:
(a) (i) the average of the respective Principal Amounts of all
Receivables which constituted Defaulted Receivables as of the last day of
the six Settlement Periods immediately preceding such date, plus (ii)
without duplication, the aggregate Principal Amount of Receivables that
were written off as uncollectible during such Settlement Periods,
to
(b) the average of the respective Principal Amounts of all
Receivables in the Trust as of the last day of the six Settlement Periods
immediately preceding such date.
"Deficit" shall have the meaning ascribed to such term in the
Liquidity Agreement.
"Designated Early Amortization Period" means an Early Amortization
Period that is triggered by any of the events described in Section 5.01(a)-(i),
inclusive, (m), (p), (q) (r), and (t) of this Supplement, or in Section 7.01 of
the Agreement.
"Dilution Horizon" shall mean the number of days from the invoicing of
a Receivable until a Dilution Adjustment with respect to such Receivable is
issued by the Seller or the Seller receives notice that a Dilution Adjustment
will have to be issued in respect of such Receivable.
"Dilution Horizon Factor" shall mean (i) for the period beginning on
the Issuance Date through and until the sixth Settlement Report Date to occur
thereafter, 1.28 and (ii) for any six-month period thereafter (beginning and
ending
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on a Settlement Report Date), a fraction, the numerator of which is the dollar
weighted average Dilution Horizon of the Sellers (based upon the Dilution
Adjustment of the selected Receivables) for such period (which shall be
calculated by the Master Servicer, in accordance with its past procedures for
such calculations, selecting a random sample of approximately 1000 Dilution
Adjustment memos from the Seller created during such period and determining the
dollar weighted average Dilution Horizon therefrom) and the denominator of
which is 30.
"Dilution Period" shall mean, as of any Settlement Report Date and
continuing until (but not including) the next Settlement Report Date, the
quotient of (i) the product of (A) the aggregate Principal Amount of
Receivables that were originated by the Seller during the Settlement Period
preceding such earlier Settlement Report Date and (B) the Dilution Horizon
Factor and (ii) the Aggregate Receivables Amount as of the last day of the
Settlement Period preceding such earlier Settlement Report Date.
"Dilution Ratio" shall mean, as of the last day of each Settlement
Period and calculated as provided in Section 1.01(f) hereof, an amount
(expressed as a percentage) equal to the aggregate amount of Dilution
Adjustments made during such Settlement Period divided by the aggregate
Principal Amount of Receivables that were originated by the Seller during the
immediately preceding Settlement Period.
"Dilution Reserve Ratio" shall mean, as of any Settlement Report Date,
and continuing until (but not including) the next Settlement Report Date, an
amount (expressed as a percentage) that is calculated as follows:
DRR = [(c * d) + [(e-d) * (e/d)]] * f
Where:
DRR = Dilution Reserve Ratio;
c = 2.00;
d = the twelve-month rolling average of the Dilution Ratio that
occurred during the period of twelve consecutive Settlement Periods ending
immediately prior to such earlier Settlement Report Date;
e = the highest Dilution Ratio that occurred during the period of
twelve consecutive Settlement Periods ending prior to such earlier Settlement
Report Date; and
f = the Dilution Period.
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"Distribution Date" shall mean the 10th day of the month, or if such
day is not a Business Day, the next succeeding Business Day.
"Early Amortization Event" shall have the meanings assigned in Section
5.01 of this Supplement and Section 7.01 of the Agreement.
"Early Amortization Period" shall have the meaning assigned in Section
5.01 of this Supplement and Section 7.01 of the Agreement.
"ECI Holder" shall have the meaning assigned in Section 11.17(a)
hereof.
"Effective Date" shall have the meaning assigned in Section 9.01
hereof.
"Eligible Assignee" shall mean General Electric Capital Corporation,
any Affiliate of General Electric Capital Corporation (other than GE's IT
Solutions business) and any special purpose investment vehicle managed or
administered by General Electric Capital Corporation or any Affiliate of
General Electric Capital Corporation (other than GE's IT Solutions business),
the Insurer and any other Person that (i) is a financial institution formed
under the laws of any OECD Country provided that such Person, if not a
financial institution organized under the laws of the United States, is acting
through a branch or agency located in the United States, (ii) has a short-term
debt rating of at least A-1 from S&P and P-1 from Xxxxx'x, and (iii) is
acceptable to the Company.
"Excess Program Costs" shall have the meaning assigned to such term
within the definition of "Program Costs".
"Excluded Taxes" shall have the meaning assigned in Section 7.03(a)
hereof.
"Extension Request" shall have the meaning assigned in Section
11.16(a) hereof.
"Funding Notice" shall have the meaning assigned in Section 2.05(c)
hereof.
"Increase" shall have the meaning assigned in Section 2.05(a) hereof.
"Increase Amount" shall have the meaning assigned in Section 2.05(a)
hereof.
"Increase Date" shall have the meaning assigned in Section 2.05(a)
hereof.
"Indemnified Amounts" shall have the meaning assigned in Section
2.09(a) hereof.
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"Indemnified Parties" shall have the meaning assigned in Section
2.09(a) hereof.
"Information" shall have the meaning assigned in Section 8.05(e)
hereof.
"Initial Purchaser" shall have the meaning specified in the recitals
hereto.
"Insurance Agreement" shall mean that certain Insurance Agreement
dated on or around March 8, 2000 among the Insurer, the Initial Purchaser and
the Agent, as the same may be amended, restated, supplemented or otherwise
modified from time to time.
"Insurance Policy" shall mean that certain insurance policy dated on
or around March 8, 2000 issued by the Insurer in favor of the Agent.
"Insurer" shall mean Ambac Assurance Corporation and its successors
and permitted assigns as issuer of the Insurance Policy.
"Interest Shortfall" shall have the meaning assigned in Section
3.04(b) hereof.
"Invested Amount" shall mean, with respect to Series 2000-1, the
Series 2000-1 Invested Amount.
"Issuance Date" shall mean March 8, 2000.
"Junior Claimant" shall have the meaning assigned in Section 11.17(a)
hereof.
"Junior Claims" shall have the meaning assigned in Section 11.17(a)
hereof.
"LIBOR" shall mean for any Accrual Period, the per annum rate for
deposits in Dollars for a period of 30 days which appears on Telerate Page 3750
as of 11:00 a.m., London time, on the last Business Day of the immediately
preceding Accrual Period. If such rate does not appear on Telerate Page 3750 on
such day, the rate will be determined on the basis of the rates at which
deposits in United States dollars are offered by the reference banks selected
by the Agent at approximately 11:00 a.m., London time, on such day to prime
banks in the London interbank market for a period of one month commencing on
that day. The Agent will request the principal London office of each of the
reference banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that day will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the
rate for that day will be the arithmetic mean of the rates quoted by two or
more major banks in New York City, selected by the Agent, in its sole
discretion at approximately 11:00 a.m., New York City
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time, on that day for loans in United States dollars to leading European banks
for a period of 30 days.
"Letter of Credit" shall mean that certain irrevocable Letter of
Credit dated on or around March 7, 2000, issued by the Letter of Credit
Provider in favor of General Electric Capital Corporation, as Collateral Agent.
"Letter of Credit Provider" shall mean General Electric Capital
Corporation.
"Liquidity Agent" shall have the meaning set forth in the Liquidity
Agreement.
"Liquidity Agreement" shall mean the Liquidity Agreement, dated as of
March 8, 2000 by and among Redwood Receivables Corporation, General Electric
Capital Corporation, as Agent and the Liquidity Lenders from time to time party
thereto and relating to the Xxxxxx Funding Master Trust, as the same from time
to time may be amended, restated, supplemented or otherwise modified from time
to time.
"Liquidity Banks" shall mean any "Liquidity Lender" party to the
Liquidity Agreement.
"Liquidity Commitment Fee" shall have the meaning assigned in Section
2.8(b) hereof.
"Liquidity Interest Rate" shall mean, on any day in an Accrual Period,
an interest rate per annum equal to the lower of (i) the Base Rate and (ii)
LIBOR plus 0.3675% or
(a) if the Liquidity Agent requires that the Liquidity Banks provide
a Liquidity Loan with less than three Business Days' notice, if the LIBOR
market is closed, or if the Liquidity Agent determines that it is illegal
for any Liquidity Bank to make Liquidity Loans accruing interest at a rate
based upon LIBOR, an interest rate per annum equal to the Base Rate;
(b) with respect to any Liquidity Loans made on a "Termination Draw
Date" under the Liquidity Agreement an interest rate per annum equal to
the higher of (i) the Base Rate plus 2.00% and (ii) LIBOR plus 2.3675%; or
(c) if a draw under the Insurance Policy has been made, an interest
rate per annum equal to the Base Rate plus 3.00%.
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"Liquidity Loans" shall have the meaning assigned in the Liquidity
Agreement.
"LOC Draw Rate" shall mean, on any day in an Accrual Period, an
interest rate per annum equal to the higher of:
(a) the highest prime, base or equivalent lending rate of interest
announced or published on or most recently before such date by any of the
five largest member banks of the New York Clearing House Association, Inc.
(with the understanding that such rates may merely serve as a basis upon
which effective rates of interest are calculated for loans making
reference to such prime, base or equivalent rates and that such rates are
not necessarily the lowest or best rates at which such banks calculate
interest or extend credit); and
(b) LIBOR, which shall equal for this purpose the per annum rate for
deposits in Dollars for a period of 30 days which appears on Telerate Page
3750 as of 11:00 a.m., London time, on the last Business Day of the
immediately preceding Accrual Period. If such rate does not appear on
Telerate Page 3750 on such day, the rate will be determined on the basis
of the rates at which deposits in United States dollars are offered by the
reference banks selected by the Agent at approximately 11:00 a.m., London
time, on such day to prime banks in the London interbank market for a
period of one month commencing on that day. The Agent will request the
principal London office of each of the reference banks to provide a
quotation of its rate. If at least two such quotations are provided, the
rate for that day will be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, the rate for that day will
be the arithmetic mean of the rates quoted by two or more major banks in
New York City, selected by the Agent, in its sole discretion at
approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a period of 30 days.
"LOC Draws" shall have the meaning set forth in the Liquidity
Agreement.
"LOC Draws Outstanding" shall have the meaning set forth in the
Liquidity Agreement.
"Loss Reserve Ratio" shall mean, as of any Settlement Report Date, and
continuing until (but not including) the next Settlement Report Date, an amount
(expressed as a percentage) that is calculated as follows:
LRR = [(a * b)/c] * d * e
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Where:
LRR = Loss Reserve Ratio;
a = the aggregate Principal Amount of Receivables originated by
the Seller during the three Settlement Periods immediately
preceding such earlier Settlement Report Date;
b = the highest three-month rolling average of the Aged
Receivables Ratio that occurred during the period of twelve
consecutive Settlement Periods ending prior to such earlier
Settlement Report Date;
c = the Aggregate Receivables Amount as of the last day of the
Settlement Period preceding such earlier Settlement Report Date;
d = 2.00; and
e = Payment Terms Factor.
"Majority Purchasers" shall mean, on any day, Purchasers having, in
the aggregate, more than 50% of the Aggregate Commitment Amount.
"Master Servicer Indemnified Person" shall have the meaning specified
in Section 2.09(b) hereof.
"Maximum Commitment Amount" shall mean $700,000,000.
"Maximum Invested Amount" shall mean, as of any day, the lesser of (a)
the Maximum Commitment Amount as of such day and (b) the Aggregate Receivables
Amount as of such day minus the Series 2000-1 Required Subordinated Amount as
of such day. The "Maximum Invested Amount" of the Initial Purchaser shall be
the "Funding Base" for purposes of the Initial Purchaser's commercial paper
program documents.
"Minimum Amount" shall have the meaning specified in Section 11.16(c)
hereof.
"Minimum Ratio" shall mean as of any Settlement Report Date, and
continuing until (but not including) the next Settlement Report Date, an amount
(expressed as a percentage) equal to the greater of:
(a) (a*b) + c
Where:
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a = the average of the Dilution Ratios during the
period of the twelve connective Settlement Periods
ending prior to such earlier Settlement Report Date;
b = the Dilution Period; and
c = 15%;
and
(b) 25%.
"Monthly Interest Payment" shall have the meaning assigned in Section
3.06(a) hereof.
"Moody's" shall mean Xxxxx'x Investors Service, Inc., or any successor
thereto.
"Non-Excluded Taxes" shall have the meaning assigned in Section
7.03(a) hereof.
"OECD Country" shall mean a country that is a member of the grouping
of countries that are full members of the Organisation for Economic
Co-operation and Development.
"Other Persons" shall have the meaning assigned in Section 2.09(a)
hereof.
"Other Taxes" shall have the meaning assigned in Section 7.03(a)
hereof.
"Participants" shall have the meaning assigned in Section 11.10(f)
hereof.
"Payment Terms Factor" shall mean (a) for the period from the Issuance
Date until the third Settlement Report Date to occur thereafter, 0.89 and (b)
for each three-month period to occur after such initial period, a fraction, the
numerator of which is the sum of (i) the weighted average payment terms (based
upon the Principal Amount of the Receivables and expressed as a number of days)
for the Receivables originated during such period and (ii) 60, and the
denominator of which is 90; provided, however, that if the Payment Terms Factor
for any period is less than the Payment Terms Factor for the immediately
preceding periods, then the actual Payment Terms Factor for such current period
shall be recalculated to equal a fraction, the numerator of which is equal to
the average of the numerators used to calculate the Payment Terms Factor for
such current period and the three immediately preceding periods, and the
denominator of which is 90.
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"Program Costs" shall mean, for any Business Day, the sum of (i) all
expenses, indemnities and other amounts due and payable to the Purchasers, the
Insurer and the Agent under the Agreement, this Supplement or the Insurance
Agreement (including, without limitation, the Commitment Fee and any Article
VII Costs, but specifically excluding any Premium (as defined in the Insurance
Agreement)), (ii) the product of (A) all unpaid fees and expenses due and
payable to counsel to, and independent auditors of, the Company (other than
fees and expenses payable on or in connection with the closing of the issuance
of the VFC Certificates) and (B) a fraction, the numerator of which is the
Aggregate Commitment Amount on such Business Day, and the denominator of which
is the sum of (x) the Invested Amount on such Business Day for all Series then
Outstanding (excluding Series 2000-1) and (y) the Series 0000-0 Xxxxxxxxx
Xxxxxxxxxx Xxxxxx xx such Business Day, and (iii) all unpaid fees and expenses
due and payable to Rating Agencies rating the VFC Certificates; provided,
however, that Program Costs shall not exceed $100,000 in the aggregate in any
fiscal year of the Master Servicer (any amount of the foregoing expenses,
indemnities and fees in excess of $100,000 shall be referred to herein as
"Excess Program Costs").
"Purchase Termination Event" shall have the meaning assigned in
Section 7.01 of the Receivables Sale Agreement.
"Purchaser" shall mean each purchaser of a VFC Certificate or VFC
Beneficial Interest, including the Initial Purchaser and each Liquidity Bank
that acquires such a VFC Beneficial Interest pursuant to Section 2.5 of the
Liquidity Agreement.
"Rating Agency" shall mean, in the event that Series 2000-1 has been
rated, S&P and Moody's and, any rating agency that has rated the VFC
Certificates at the request of the Agent, as applicable.
"Rating Agency Condition" shall, with respect to any action, have the
meaning assigned in Section 1.01 of the Agreement.
"Receivable Collection Turnover" shall mean, as of any date of
determination, the amount (expressed in days) equal to:
(a) a fraction, (i) the numerator of which is equal to the average of
the Principal Amounts of Receivables on the first day of the 6 Settlement
Periods immediately preceding such date and (ii) the denominator of which is
equal to aggregate Collections received during such 6 Settlement Periods with
respect to all Receivables,
multiplied by
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(b) the number of days contained in such 6 Settlement Periods.
"Record Date" shall mean, with respect to any Distribution Date, the
Business Day immediately preceding such date.
"Redwood" shall mean Redwood Receivables Corporation, and any
successor thereto.
"Register" shall have the meaning assigned in Section 11.10(d) hereof.
"Seller Addition Date" shall have the meaning assigned in Section 3.05
of the Receivables Sale Agreement.
"Senior Claims" shall have the meaning assigned in Section 11.17(a)
hereof.
"Series 2000-1" shall mean the Series of Investor Certificates and the
Subordinated Company Interest, the Principal Terms of which are set forth in
this Supplement.
"Series 2000-1 Accrued Interest Sub-subaccount" shall have the meaning
assigned in Section 3.02(a) hereof.
"Series 2000-1 Adjusted Invested Amount" shall mean, as of any date of
determination, (i) the Series 2000-1 Invested Amount on such date, minus (ii)
the amount on deposit in the Series 2000-1 Principal Collection Sub-subaccount
in excess of amounts then payable from such account under Section 3.06(c)(i)
hereof on such date up to a maximum of the Series 2000-1 Invested Amount.
"Series 2000-1 Allocable Charged-Off Amount" shall mean, with respect
to any Special Allocation Settlement Report Date, the "Allocable Charged-Off
Amount", if any, that has been allocated to Series 2000-1.
"Series 2000-1 Allocable Recoveries Amount" shall mean, with respect
to any Special Allocation Settlement Report Date, the "Allocable Recoveries
Amount", if any, that has been allocated to Series 2000-1.
"Series 2000-1 Allocated Receivables Amount" shall mean, on any date
of determination, the sum of (a) the lower of (i) the Series 2000-1 Target
Receivables Amount on such day and (ii) the Aggregate Receivables Amount on
such day times the percentage equivalent of a fraction the numerator of which
is the Series 2000-1 Target Receivables Amount on such day and the denominator
of which is the Aggregate Target Receivables Amount on such day, plus (b) on
last day of a Series 2000-1 Revolving Period and at any time during a Series
2000-1 Amortization Period, the excess, if any, of (i) the Aggregate
Receivables Amount over (ii) the Aggregate Target Receivables Amount.
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"Series 2000-1 Amortization Period" shall mean any period commencing
(i) on the Business Day following the occurrence of (a) the date on which an
Early Amortization Period is declared to commence or automatically commences or
(b) the Commitment Termination Date and in either case ending on the date when
the Series 2000-1 Invested Amount shall have been reduced to zero and all
accrued interest and other amounts owing on the VFC Certificates and to the
Agent, the Insurer and the Purchasers hereunder shall have been paid or (ii) on
the Business Day following the occurrence of any event referred to in Section
7.01(a)(ii)(A) of the Agreement and ending on the date on which any such event
is no longer continuing (or has been dismissed, bonded or discharged) so long
as no Series 2000-1 Amortization Period has commenced pursuant to clause (i) of
this definition, and otherwise ending on the date when the Series 2000-1
Invested Amount shall have been reduced to zero and all accrued interest and
other amounts owing on the VFC Certificates and to the Agent, the Insurer and
the Purchasers hereunder shall have been paid.
"Series 2000-1 Collections" shall mean, with respect to any Business
Day, an amount equal to the product of (i) the Series 2000-1 Invested
Percentage on such Business Day and (ii) Aggregate Daily Collections.
"Series 2000-1 Collection Subaccount" shall have the meaning assigned
in Section 3.02(a) hereof.
"Series 2000-1 Initial Invested Amount" shall mean $50,000,000.
"Series 2000-1 Initial Subordinated Interest Amount" shall mean the
Series 2000-1 Subordinated Interest Amount on the Issuance Date.
"Series 2000-1 Invested Amount" shall mean, as of any date of
determination, the sum of the Series 2000-1 Purchaser Invested Amounts of all
Purchasers on such date.
"Series 2000-1 Invested Percentage" shall mean, with respect to any
Business Day (i) during a Series 2000-1 Revolving Period, the percentage
equivalent of a fraction, the numerator of which is the Series 2000-1 Allocated
Receivables Amount as of the end of the immediately preceding Business Day and
the denominator of which is the greater of (A) the Aggregate Receivables Amount
as of the end of the immediately preceding Business Day and (B) the sum of the
numerators used to calculate the Invested Percentage for all Outstanding Series
on the Business Day for which such percentage is determined and (ii) during a
Series 2000-1 Amortization Period, the percentage equivalent of a fraction, the
numerator of which is the Series 2000-1 Allocated Receivables Amount as of the
end of the last Business Day of the Series 2000-1 Revolving Period immediately
preceding such Series 2000-1 Amortization Period (provided that if during a
Series 2000-1 Amortization Period, the amortization periods of all
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21
other Outstanding Series which were outstanding prior to the commencement of a
Series 2000-1 Amortization Period commence, then, from and after the date the
last of such series commences its Amortization Period, the numerator shall be
the Series 2000-1 Allocated Receivables Amount as of the end of the Business Day
preceding such date) and the denominator of which is the greater of (A) the
Aggregate Receivables Amount as of the end of the immediately preceding Business
Day and (B) the sum of the numerators used to calculate the Invested Percentage
for all Outstanding Series on the Business Day for which such percentage is
determined.
"Series 2000-1 Monthly Interest" shall mean, with respect to any
Accrual Period, the sum of the Daily Interest Expense for each day in such
Accrual Period.
"Series 2000-1 Monthly Interest Distribution" shall have the meaning
assigned in Section 3.04(a) hereof.
"Series 2000-1 Monthly Principal Payment" shall have the meaning
assigned in Section 3.05 hereof.
"Series 2000-1 Monthly Servicing Fee" shall have the meaning assigned
in Section 6.01 hereof.
"Series 2000-1 Non-Principal Collection Sub-subaccount" shall have the
meaning assigned in Section 3.02(a) hereof.
"Series 2000-1 Principal Collection Sub-subaccount" shall have the
meaning assigned in Section 3.02(a) hereof.
"Series 2000-1 Purchaser Invested Amount" shall mean, with respect to
any Purchaser on the Issuance Date, an amount equal to the product of such
Purchaser's Commitment Percentage on such date and the Series 2000-1 Initial
Invested Amount, and with respect to such Purchaser on any date of
determination thereafter, an amount equal to (a) such Purchaser's Series 2000-1
Purchaser Invested Amount on the immediately preceding Business Day (or, with
respect to the day as of which such Purchaser becomes a Purchaser, whether by
executing a counterpart hereof, a Commitment Transfer Supplement or otherwise,
the portion of the transferor's Series 2000-1 Purchaser Invested Amount being
purchased, in the case of a Liquidity Bank), plus (b) the amount of any
increases in such Purchaser's Series 2000-1 Purchaser Invested Amount pursuant
to Section 2.05 made on such day, minus (c) the amount of any distributions
received and applied to such Purchaser pursuant to Section 2.06 or Section
3.06(c)(ii) on such day, minus (d) the aggregate Series 2000-1 Allocable
Charged-Off Amount allocable to the VFC Beneficial Interest of such Purchaser
on or prior to such date pursuant to Section 3.05(b)(ii), plus (e) (but only to
the extent of any unreimbursed reductions made pursuant to clause (d) above)
the aggregate Series
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2000-1 Allocable Recoveries Amount allocable to the VFC Beneficial Interest of
such Purchaser on or prior to such date pursuant to Section 3.05(c)(i).
"Series 2000-1 Required Reserves Ratio" shall mean the greater of (i)
the sum of the Dilution Reserve Ratio and the Loss Reserve Ratio and (ii) the
Minimum Ratio.
"Series 2000-1 Required Subordinated Amount" shall mean (a) on any
date of determination during a Series 2000-1 Revolving Period, an amount equal
to the sum of:
(i) the product of (A) the Series 2000-1 Adjusted Invested Amount on
such day and (B) a fraction the numerator of which is the Series 2000-1
Required Reserves Ratio and the denominator of which is one minus the
Series 2000-1 Required Reserves Ratio;
(ii) the product of (A) the Series 2000-1 Invested Amount and (B) a
fraction the numerator of which is the Carrying Cost Reserve Ratio and the
denominator of which is one minus the Series 2000-1 Required Reserves
Ratio; and
(iii) the product of (A) the aggregate Principal Amount of Receivables
in the Trust on such day, (B) a fraction the numerator of which is the
Series 2000-1 Adjusted Invested Amount and the denominator of which is the
sum of (1) the Series 0000-0 Xxxxxxxxx Commitment Amount, plus (2) the
Adjusted Invested Amount on such day for all Series then outstanding
(excluding Series 2000-1) and (C) a fraction the numerator of which is the
Servicing Reserve Ratio and the denominator of which is one minus the
Series 2000-1 Required Reserves Ratio.
and (b) on any date of determination during a Series 2000-1 Amortization
Period, an amount equal to the Series 2000-1 Required Subordinated Amount on
the last Business Day of the Series 2000-1 Revolving Period immediately
preceding such Series 2000-1 Amortization Period; provided that such amount
shall be adjusted on each Special Allocation Settlement Report Date, if any, as
set forth in Section 3.05(b)(i) and Section 3.05(c)(ii).
"Series 2000-1 Revolving Period" shall mean the period commencing on
the Issuance Date (subject to the proviso hereto) and terminating on the close
of business on the day immediately preceding the date on which a Series 2000-1
Amortization Period is declared to commence or automatically commences;
provided that the Series 2000-1 Revolving Period, if ended as a result of the
commencement of a Series 2000-1 Amortization Period pursuant to clause (ii) of
the definition thereof, may recommence on the date on which any such event
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referred to in Section 7.01(a)(ii)(A) is no longer continuing (or has been
dismissed, bonded or discharged) so long as no Series 2000-1 Amortization
Period has commenced pursuant to clause (i) of the definition thereof and any
such re-commenced Series 2000-1 Revolving Period shall also terminate on the
close of business on the Business Day immediately preceding the date on which
another Series 2000-1 Amortization Period is declared to commence or
automatically commences.
"Series 2000-1 Subordinated Interest" shall have the meaning assigned
in Section 2.02(b) hereof.
"Series 2000-1 Subordinated Interest Amount" shall mean, for any date
of determination, an amount equal to (i) the Series 2000-1 Allocated
Receivables Amount minus (ii) the Series 2000-1 Adjusted Invested Amount.
"Series 2000-1 Subordinated Interest Increase Amount" shall have the
meaning assigned in Section 2.05(a) hereof.
"Series 2000-1 Subordinated Interest Reduction Amount" shall have the
meaning assigned in Section 2.06(b) hereof.
"Series 2000-1 Target Receivables Amount" shall mean, on any date of
determination, the sum of (i) the Series 2000-1 Adjusted Invested Amount on
such day and (ii) the Series 2000-1 Required Subordinated Amount for such day.
"Series 2000-1 Termination Date" shall mean the Distribution Date that
occurs in September, 2006.
"Servicing Reserve Ratio" shall mean, as of any Settlement Report Date
and continuing until (but not including) the next Settlement Report Date, an
amount (expressed as a percentage) equal to (i) the product of (A) the
Servicing Fee Percentage and (B) 2.0 times Days Sales Outstanding as of such
earlier Settlement Report Date divided by (C) 360.
"Settlement Report Date" shall mean the 9th day of each calendar month
or if such ninth day is not a Business Day, the next succeeding Business Day.
"Subsequent Cut-Off Date" shall mean a date specified by an Agent in
any notice delivered by such Agent pursuant to Section 11.18(b) hereof.
"Taxes" shall have the meaning assigned in Section 7.03(a) hereof.
"Transfer Effective Date" shall have the meaning specified in the Form
of Liquidity Lender Assignment Agreement attached as Exhibit A to the Liquidity
Agreement.
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24
"Transfer Issuance Date" shall mean the date on which a Commitment
Transfer Supplement becomes effective pursuant to the terms of such Commitment
Transfer Supplement.
"Trust Accounts" shall have the meaning assigned in Section 3.02(a)
hereof.
"VFC Beneficial Interest" shall mean each undivided percentage
interest in a VFC Certificate acquired by (i) the Initial Purchaser in
connection with the Initial Purchase of such VFC Certificate or any Increase in
the Series 2000-1 Invested Amount or (ii) any Liquidity Banks becoming a
Purchaser hereunder pursuant to a transfer of such VFC Beneficial Interest or
any Increase in the Series 2000-1 Invested Amount.
"VFC Certificate" shall mean each VFC Certificate Series 2000-1
executed by the Company and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A hereto.
"VFC Certificateholder" shall mean the registered holder of a VFC
Certificate.
"VFC Certificateholder's Interest" shall have the meaning assigned in
Section 2.02(a) hereof.
SECTION 1.02. Other Terms.
(a) If any term, definition or provision contained herein conflicts
with or is inconsistent with any term, definition or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern. All
capitalized terms not otherwise defined herein are defined in the Agreement. All
Article, Section, subsection, Exhibit and Schedule references herein shall mean
Article, Section or subsection of or Exhibit or Schedule to this Supplement,
except 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
VFC Certificates and the Series 2000-1 Subordinated Interest and to no other
Series of Investor Certificates or Subordinated Company Interest issued by the
Trust.
(b) Any reference herein to a Schedule or Exhibit to this Supplement
shall be deemed to be a reference to such Schedule or Exhibit as it may be
amended, modified or supplemented from time to time to the extent that such
Schedule or Exhibit may be amended, modified or supplemented (or any term or
provision of any Transaction Document may be amended that would have the
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25
effect of amending, modifying or supplementing information contained in such
Schedule or Exhibit) in compliance with the terms of the Transaction Documents.
(c) Any reference in this Supplement to any representation, warranty or
covenant "deemed" to have been made is intended to encompass only
representations, warranties or covenants that are expressly stated to be
repeated on or as of dates following the execution and delivery of this
Supplement, and no such reference shall be interpreted as a reference to any
implicit, inferred, tacit or otherwise unexpressed representation, warranty or
covenant.
SECTION 1.03. Computation of Time Periods.
(a) The words "include", "includes" or "including" shall be interpreted
as if followed, in each case, by the phrase "without limitation".
(b) For purposes of calculating the Aged Receivables Ratio and the
Dilution Ratio, the aggregate Principal Amount of Receivables originated during
the third Settlement Period of each calendar quarter and Dilution Adjustments
reported in the third Settlement Period of each calendar quarter shall be
adjusted by dividing the dollar amount of Receivables in each category by the
number of weeks in such Settlement Period and multiplying by 4.3.
ARTICLE II
Designation of VFC Certificate; Purchase and Sale of the VFC Certificate
SECTION 2.01. Designation. The Investor Certificates created and
authorized pursuant to the Agreement and this Supplement shall be designated as
the "VFC Certificate, Series 2000-1" and the "Subordinated Company Certificate,
Series 2000-1."
SECTION 2.02. The VFC Certificates and Series 2000-1 Subordinated
Interest.
(a) The VFC Certificates shall represent a fractional undivided
interest in the Trust Assets, consisting of the right of the VFC
Certificateholders to receive the distributions specified herein out of (i) the
Series 2000-1 Invested Percentage (expressed as a decimal) of Collections
received with respect to the Receivables and all other funds on deposit in the
Collection Account and (ii) to the extent such interests appear herein, all
other funds on deposit in the Series 2000-1 Collection Subaccount and any
subaccounts thereof (collectively, the "VFC Certificateholder's Interest").
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26
(b) The Company shall retain a fractional undivided interest in the
Trust Assets, consisting of the right of the holder of the Series 2000-1
Subordinated Interest to receive the distributions specified herein out of (i)
the Series 2000-1 Invested Percentage (expressed as a decimal) of Collections
received with respect to the Receivables and all other funds on deposit in the
Collection Account and (ii) to the extent such interests appear herein, all
other funds on deposit in the Series 2000-1 Collection Subaccount and any
subaccounts thereof, in each case to the extent not required to be distributed
to or for the benefit of the VFC Certificateholders (the "Series 2000-1
Subordinated Interest"). The Exchangeable Company Interest and any other Series
of Investor Certificates or Subordinated Company Interests outstanding shall
represent the ownership interests in the remainder of the Trust Assets not
allocated pursuant hereto to the VFC Certificateholder's Interest or the Series
2000-1 Subordinated Interest.
(c) The VFC Certificates shall be substantially in the form of Exhibit
A, and shall, upon issue, be executed and delivered by the Company to the
Trustee for authentication and redelivery as provided in Section 2.04 hereof and
Section 5.02 of the Agreement. The VFC Certificates shall not be issued in the
form of a single global certificate as provided for in Section 5.01 of the
Agreement, but shall instead be issued in the form of two definitive
certificates, registered in the name of the Initial Purchaser. The Series 2000-1
Subordinated Interest shall be uncertificated.
SECTION 2.03. Purchases of Interests in the VFC Certificates and the
Series 2000-1 Subordinated Interest.
(a) Initial Purchase. Subject to the terms and conditions of this
Supplement, including delivery of notice, if any, required by Section 2.05, (i)
the Initial Purchaser hereby agrees (A) to purchase on the Issuance Date VFC
Certificates in an aggregate amount equal to the Series 2000-1 Initial Invested
Amount and (B) to maintain its VFC Certificate, subject to increase or decrease
during a Series 2000-1 Revolving Period, in accordance with the provisions of
this Supplement and the Liquidity Agreement and (ii) the Company hereby agrees
(A) to purchase from the Trust on the Issuance Date the rights as holder of the
Series 2000-1 Subordinated Interest in an amount equal to the Series 2000-1
Initial Subordinated Interest Amount and (B) to maintain such interest in the
Series 2000-1 Subordinated Interest, subject to increase or decrease during a
Series 2000-1 Revolving Period, in accordance with the provisions of this
Supplement. Payment by the Initial Purchaser in respect of the VFC Certificates
shall be made in immediately available funds on the Issuance Date to the Agent
for payment to the Trust.
(b) Subsequent Purchases. Subject to the terms and conditions of this
Supplement, each Purchaser shall be deemed to have severally agreed, by its
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acceptance of its VFC Beneficial Interest, to maintain its VFC Beneficial
Interest, subject to increase or decrease during a Series 2000-1 Revolving
Period, in accordance with the provisions of this Supplement and the Liquidity
Agreement.
(c) Maximum Series 2000-1 Purchaser Invested Amount. Notwithstanding
anything to the contrary contained in this Supplement, at no time shall the
Series 2000-1 Purchaser Invested Amount (calculated without regard to clauses
(d) and (e) of the definition thereof) of any Purchaser exceed such Purchaser's
Commitment at such time.
SECTION 2.04. Delivery. On the Issuance Date, the Company shall sign
on behalf of the Trust and shall direct the Trustee in writing pursuant to
Section 5.02 of the Agreement to duly authenticate, and the Trustee, upon
receiving such direction, shall so authenticate the VFC Certificates in the
name of the Agent and deliver such VFC Certificate to the Agent for the benefit
of the Initial Purchaser in accordance with such written directions. The
Trustee shall xxxx on its books the actual Series 2000-1 Invested Amount and
Series 2000-1 Subordinated Interest Amount outstanding on any date of
determination, which, absent manifest error, shall constitute prima facie
evidence of the outstanding Series 2000-1 Invested Amount of each Class and
Series 2000-1 Subordinated Interest Amount from time to time.
SECTION 2.05. Procedure for Initial Issuance and for Increasing the
Series 2000-1 Invested Amount.
(a) Subject to Subsection (b) of this Section 2.05, on any Business
Day during a Series 2000-1 Revolving Period, including the Issuance Date, each
Purchaser agrees that the Series 2000-1 Invested Amount may be increased by
increasing each Purchaser's Series 2000-1 Purchaser Invested Amount (an
"Increase"), up to an amount in the aggregate not exceeding each Purchaser's
Commitment, upon the request of the Master Servicer or the Company on behalf of
the Trust (each date on which an increase in the Series 2000-1 Invested Amount
occurs hereunder being herein referred to as the "Increase Date" applicable to
such Increase); provided, however, that the Master Servicer or the Company, as
the case may be, shall have given the Agent irrevocable written notice
(effective upon receipt), substantially in the form of Exhibit F hereto, of
such request no later than 4:00 p.m. New York City time, one Business Day prior
to the Issuance Date or such Increase Date; provided, further, that the
provisions of this subsection shall not restrict the allocations of Collections
pursuant to Article III. Such notice shall state (x) the Issuance Date or
Increase Date, as the case may be; and (y) the Series 2000-1 Initial Invested
Amount or the proposed amount of such Increase (the "Increase Amount"), as the
case may be. No Purchaser shall be obligated to fund any such Increase, unless
concurrently with any such Increase in the Series 2000-1 Invested Amount, the
Series 2000-1
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Subordinated Interest Amount shall be increased by an amount (the "Series
2000-1 Subordinated Interest Increase Amount") such that after giving effect to
such increase, the Series 2000-1 Allocated Receivables Amount is at least equal
to the Series 2000-1 Target Receivables Amount.
(b) The Purchasers shall not be required to make an initial purchase
of VFC Beneficial Interests on the Issuance Date or to increase their
respective Series 2000-1 Purchaser Invested Amounts on any Increase Date
hereunder unless:
(i) the related aggregate Series 2000-1 Initial Invested Amount or
Increase Amount is equal to $1,000,000 or an integral multiple of $100,000
in excess thereof;
(ii) after giving effect to the Series 2000-1 Initial Invested Amount
or Increase Amount, (A) the Series 2000-1 Invested Amount (calculated
without regard to clauses (d) and (e) of the definition of Series 2000-1
Purchaser Invested Amount) would not exceed the Maximum Commitment Amount
on the Issuance Date or such Increase Date, as the case may be, and (B)
the Series 2000-1 Allocated Receivables Amount would not be less than the
Series 2000-1 Target Receivables Amount on the Issuance Date or such
Increase Date, as the case may be; and
(iii) no Early Amortization Event or Potential Early Amortization
Event under the Agreement or this Supplement shall have occurred and be
continuing.
(c) After receipt by the Agent of the notice required by Section
2.05(a) above from the Master Servicer or the Company on behalf of the Trust,
the Agent shall, so long as the conditions set forth in Sections 2.05(a) and
(b) are satisfied, promptly provide telephonic notice to each Purchaser of the
Increase Date and of the portion of the Increase Amount allocable to such
Purchaser (which shall equal such Purchaser's Commitment Percentage of the
Increase Amount). The Master Servicer shall promptly notify the Company and the
Trustee of the Increase Date and the amount of the Series 2000-1 Subordinated
Interest Increase Amount. Each Purchaser agrees to pay in immediately available
funds such Purchaser's Commitment Percentage of each Increase on the related
Increase Date to the Agent for payment to the Trust to be transferred to the
Company Collection Subaccount; provided that in no event shall any Purchaser be
required to exceed its respective Commitment.
(d) Administration by Agent. The Agent shall pay to the Purchasers all
amounts received as interest and principal on the VFC Certificates on a pro
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rata basis in accordance with their respective Series 2000-1 Purchaser Invested
Amounts.
SECTION 2.06. Procedure for Decreasing the Series 2000-1 Invested
Amount.
(a) Subject to Section 7.04 hereof, on any Business Day during a
Series 2000-1 Revolving Period or the Series 2000-1 Amortization Period (except
for Distribution Dates during the Series 2000-1 Amortization Period (which
shall be governed by Section 3.06(c)), upon the written request of the Master
Servicer or the Company on behalf of the Trust, the Series 2000-1 Invested
Amount may be reduced (a "Decrease") by the distribution by the Trustee to the
Agent for the pro rata benefit of the Purchasers in accordance with their
Series 2000-1 Purchaser Invested Amounts of some or all of the funds on deposit
in the Series 2000-1 Principal Collection Sub-subaccount on such day; provided
that the Master Servicer shall have given the Agent and the Trustee irrevocable
written notice (effective upon receipt), prior to 2:00 p.m., New York City
time, on the first Business Day prior to such Decrease, and which notice shall
state the amount of such Decrease; provided, further, that such Decrease shall
be in an amount equal to $100,000 or integral multiples of $100,000 in excess
thereof; provided, further, however, that no prepayment on any day other than a
Distribution Date may occur unless, concurrently with such prepayment, the
Company shall have paid to the Purchasers any amounts due and payable pursuant
to Section 7.04 hereof.
(b) Simultaneously with any such Decrease during a Series 2000-1
Revolving Period, the Series 2000-1 Subordinated Interest Amount shall be
reduced by an amount (the "Series 2000-1 Subordinated Interest Reduction
Amount") such that the Series 2000-1 Subordinated Interest Amount shall equal
the Series 2000-1 Required Subordinated Amount after giving effect to such
Decrease. During a Series 2000-1 Revolving Period, after the distribution
described in subsection (a) above has been made, and the Series 2000-1
Subordinated Interest Amount shall have been reduced by the Series 2000-1
Subordinated Interest Reduction Amount, a distribution shall be made to the
holder of the Series 2000-1 Subordinated Interest out of remaining funds on
deposit in the Series 2000-1 Principal Collection Sub-subaccount in an amount
equal to the lesser of (x) the Series 2000-1 Subordinated Interest Reduction
Amount and (y) the amount of such remaining funds on deposit in the Series
2000-1 Principal Collection Sub-subaccount.
SECTION 2.07. Reductions of the Commitments.
(a) On any Distribution Date during a Series 2000-1 Revolving Period,
the Company, on behalf of the Trust, may, upon three Business Days' prior
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written notice (effective upon receipt), reduce or terminate the Commitments (a
"Commitment Reduction") in an aggregate amount equal to $5,000,000 or a whole
multiple of $5,000,000 in excess thereof or terminate the Commitments in their
entirety; provided that no such termination or reduction shall be permitted if,
after giving effect thereto and to any reduction in the Series 2000-1 Invested
Amount (calculated without regard to clauses (d) and (e) of the definition of
Series 2000-1 Purchaser Invested Amount) on such date, the Series 2000-1
Invested Amount would exceed the Aggregate Commitment Amount then in effect.
Each Purchaser's Commitment shall be reduced by such Purchaser's Commitment
Percentage of the amount of such Commitment Reduction.
(b) Once reduced, the portion of the Aggregate Commitment Amount so
reduced may not be subsequently reinstated. Upon effectiveness of any such
reduction, the Agent shall prepare a revised Schedule 1 to this Supplement to
reflect the reduced Commitment of each Purchaser and the existing Schedule 1 to
this Supplement shall be deemed to be automatically superseded by such revised
Schedule 1. The Agent shall distribute such revised Schedule 1 to the Company,
the Master Servicer, each Servicer, the Trustee and each Purchaser.
Concurrently therewith, the Commitments of the Liquidity Banks shall be reduced
and the Agent shall distribute a revised Annex I to the Liquidity Agreement to
the Company, the Master Servicer, each Servicer and each Liquidity Banks.
SECTION 2.08. Interest; Commitment Fee.
(a) Interest shall be payable on the VFC Certificates on each
Distribution Date pursuant to Section 3.06(a) hereof.
(b) The Trustee (acting at the written direction of the Master
Servicer) shall pay to the Agent, for the pro rata account of the Purchasers in
accordance with their Commitment Percentages, on each Distribution Date, a
commitment fee with respect to each Accrual Period or portion thereof ending on
such date (the "Commitment Fee") during any Series 2000-1 Revolving Period (and
any Series 2000-1 Amortization Period pursuant to clause (ii) of the definition
thereof) at a rate equal to 0.25% per annum multiplied by the daily average of
the excess, if any, of the Aggregate Commitment Amount over the Series 2000-1
Invested Amount, in each case as of each day of such Accrual Period. The
Commitment Fee shall be payable monthly in arrears on each Distribution Date.
To the extent that funds on deposit in the Series 2000-1 Accrued Interest
Sub-subaccount and the Series 2000-1 Non-Principal Collection Sub-subaccount at
any such date are insufficient to pay the Commitment Fee due on such date, the
Trustee shall so notify the Company and the Company shall immediately pay the
Agent the amount of any such deficiency. The amount of any deficiency referred
to in the immediately preceding sentence (if any) shall be a Company
Subordinated
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Obligation. The Trustee shall not be liable for the payment of the Commitment
Fee from its own funds.
(c) The Trustee (acting at the written direction of the Master
Servicer) shall pay to the Agent, on the Issuance Date and on each Distribution
Date in March in each year, an administration fee (the "Administration Fee")
equal to $100,000. To the extent that funds on deposit in the Series 2000-1
Accrued Interest Sub-subaccount and the Series 2000-1 Non-Principal Collection
Sub-subaccount at any such date are insufficient to pay the Administration Fee
due on such date, the Trustee shall so notify the Company and the Company shall
immediately pay the Agent the amount of any such deficiency. The Trustee shall
not be liable for the payment of the Administration Fee from its own funds.
(d) Calculations of per annum rates and fees under this Supplement
shall be made on the basis of a 360 day year with respect to Commitment Fees,
other fees, and interest rates except with respect to interest rates based on
Base Rate, which shall be calculated on the basis of a 365 day year. All fees
shall be fully earned when paid and shall be non-refundable. Each determination
of LIBOR by the Agent shall be conclusive and binding upon each of the parties
hereto in the absence of manifest error.
SECTION 2.09. Indemnification by the Company.
(a) Without limiting any other rights that the Agent, the Insurer,
Redwood or the Liquidity Banks may have under this Agreement, the Transaction
Documents or under applicable law, the Company hereby agrees to indemnify
Redwood, the other Purchasers, the Liquidity Banks, the Insurer and the Agent
and any of their respective agents, officers, directors and employees
(collectively, the "Indemnified Parties") from and against any and all damages,
losses, claims, liabilities, costs and expenses, including reasonable
attorneys' fees and reasonable disbursements (all of the foregoing being
collectively referred to as "Indemnified Amounts") awarded against or incurred
by any of them in connection with the entering into and performance of this
Agreement, the Insurance Agreement or any of the Transaction Documents by any
of the Indemnified Parties (other than any action successfully brought by or on
behalf of the Company with respect to any determination by Redwood not to fund
any Initial Purchase or Increase or any action by Redwood, the Agent or the
Liquidity Banks to terminate or reduce the Commitments in violation of the
terms of this Supplement or the Liquidity Agreement), excluding, however, any
amounts (i) to the extent resulting from the gross negligence or willful
misconduct on the part of such Indemnified Party other than Redwood, (ii)
constituting recourse (except as otherwise specifically provided herein or in
any Transaction Document) for Charged-Off Receivables, (iii) arising out of the
imposition of any Taxes, (iv) to the extent otherwise provided for in Sections
7.01, 7.02 or 7.04 or (v) in respect of special, punitive,
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exemplary or consequential damages under this Section 2.09, except to the
extent that such damages are imposed on an Indemnified Party as a result of
claims in respect of Indemnified Amounts asserted by an unaffiliated Person not
party to any of the Transaction Documents or any of the transactions
contemplated thereby.
Notwithstanding the foregoing, if Redwood enters into agreements for the
purchase of receivables or interests in receivables from any Persons who are
not party to the Transaction Documents (such Persons being "Other Persons"),
(i) no inference shall arise from the agreements herein that the Company is or
in any way shall be liable for amounts arising from transactions by Redwood
with such Other Persons and (ii) any amounts attributable to such Other Persons
shall be solely the liability of such Other Persons.
(b) In case any proceeding by any Person shall be instituted involving
any Indemnified Party in respect of which indemnity may be sought pursuant to
subsection (a) of this Section 2.09, such Indemnified Party shall promptly
notify the Company, and the Company, upon request of the Indemnified Party,
shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party unless (i) the Company has agreed to pay such fees and
expenses, (ii) the Company shall have failed to assume the defense of such
action or proceeding and employ counsel reasonably satisfactory to the Agent in
any such action or proceeding or (iii) the named parties to any such action or
proceeding (including any impleaded parties) include both the Indemnified Party
and the Company, and the Indemnified Party shall have been advised by counsel
that (A) there may be one or more legal defenses available to it which are
different from or additional to those available to the Company and (B) the
representation of the Company and the Indemnified Party by the same counsel
would be inappropriate or contrary to prudent practice (in which case, if the
Indemnified Party notifies the Company in writing that it elects to employ
separate counsel at the expense of the Company, the Company shall not have the
right to assume the defense of such action or proceeding on behalf of such
Indemnified Party, it being understood, however, that the Company shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys at any time (in
addition to local counsel, if necessary) for the Indemnified Parties, which
firm (or firms) shall be designated in writing by the Agent). The Company shall
not be liable for any settlement of any such action or proceeding effected
without its written consent to the extent that any such settlement shall be
prejudicial to the
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Company, but, if settled with its written consent, or if there be a final
judgment for the plaintiff in any such action or proceeding with respect to
which the Company shall have received notice in accordance with this subsection
(b), the Company agrees to indemnify and hold the Indemnified Parties harmless
from and against any loss or liability by reason of such settlement or
judgment.
(c) Any payments to be made by the Company pursuant to this Section
2.09 shall (i) be Company Subordinated Obligations, (ii) be made solely from
funds available to the Company that are not required to be applied to Company
Unsubordinated Obligations then due and (iii) not constitute a general recourse
claim against the Company then due at any time during the period of one year
and one day following the date on which all Company Unsubordinated Obligations
have been paid in full, except to the extent that funds are available
(including, but not limited to, funds available to the Company pursuant to the
exercise of its right to indemnity and other payments pursuant to Sections 2.06
and 9.02 of the Receivables Sale Agreement) to the Company to make such
payments.
ARTICLE III
Article III of the Agreement
SECTION 3.01. Section 3.01 of the Agreement and each other section of
Article III of the Agreement relating to another Series shall be read in its
entirety as provided in the Agreement. Article III of the Agreement (except for
Section 3.01 thereof and any portion thereof relating to another Series) shall
read in its entirety as follows and shall be exclusively applicable to Series
2000-1:
SECTION 3.02. Establishment of Trust Accounts.
(a) The Trustee shall cause to be established and maintained in the
name of the Trustee, on behalf of the Trust, (i) for the benefit of the VFC
Certificateholders and (ii) in the case of clauses (A) and (B) below, for the
benefit (subject to the prior and senior interest of the VFC
Certificateholders) of the holder of the Series 2000-1 Subordinated Interest,
(A) a subaccount of the Collection Account (the "Series 2000-1 Collection
Subaccount"), which subaccount is the Series Collection Subaccount with respect
to Series 2000-1; (B) two subaccounts of the Series 2000-1 Collection
Subaccount: (1) the Series 2000-1 Principal Collection Sub-subaccount and (2)
the Series 2000-1 Non-Principal Collection Sub-subaccount (respectively, the
"Series 2000-1 Principal Collection Sub-subaccount" and the "Series 2000-1
Non-Principal Collection Sub-subaccount"), and (C) a subaccount of the Series
2000-1 Non-Principal Collection Sub-subaccount (the "Series 2000-1 Accrued
Interest Sub-subaccount"; all accounts established pursuant to this Section
3.02(a) and listed on Schedule 2 hereto, collectively, the "Trust Accounts"),
each Trust Account to bear a designation indicating that the funds deposited
therein are held for the benefit of
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the Persons (and, for each such Person, to the extent) set forth in clauses (i)
and (ii) above. The Trustee, on behalf of the Holders, shall possess all right,
title and interest in all funds from time to time on deposit in, and all
Eligible Investments credited to, the Trust Accounts and in all proceeds
thereof. The Trust Accounts shall be under the sole dominion and control of the
Trustee for the exclusive benefit of the Persons (and, for each such Person, to
the extent) set forth in clauses (i) and (ii) above.
(b) All Eligible Investments in the Trust Accounts shall be held by
the Trustee, on behalf of the Holders, for the benefit of the VFC
Certificateholders and, subject to the prior interest of the VFC
Certificateholders, of the holder of the Series 2000-1 Subordinated Interest;
provided, however, that funds on deposit in a Trust Account that is a
subaccount or sub-subaccount of the Collection Account shall, at the written
direction of the Company, be invested together with funds held in other
Sub-subaccounts of the Collection Account. After giving effect to any
distribution to the Company pursuant to Section 3.03(b)(i) hereof, amounts on
deposit and available for investment in the Series 2000-1 Principal Collection
Sub-subaccount shall be invested by the Trustee at the written direction of the
Company in Eligible Investments that mature, or that are payable or redeemable
upon demand of the holder thereof, (i) in the case of any such investment made
during a Series 2000-1 Revolving Period, on or prior to the next Business Day
and (ii) in the case of any such investment made during a Series 2000-1
Amortization Period, on or prior to the Business Day immediately preceding the
next Distribution Date. Amounts on deposit and available for investment in the
Series 2000-1 Non-Principal Collection Sub-subaccount and the Series 2000-1
Accrued Interest Sub-subaccount shall be invested by the Trustee at the written
direction of the Company in Eligible Investments that mature, or that are
payable or redeemable upon demand of the holder thereof, on or prior to the
Business Day immediately preceding the subsequent Distribution Date. As of the
Business Day immediately preceding the Settlement Report Date, all interest and
other investment earnings (net of losses and investment expenses) on funds
deposited in the Series 2000-1 Accrued Interest Sub-subaccount shall be
deposited in the Series 2000-1 Non-Principal Collection Sub-subaccount. As of
the Business Day immediately preceding the Settlement Report Date, all interest
and investment earnings (net of losses and investment expenses) on funds
deposited in the Series 2000-1 Principal Collection Sub-subaccount shall be
deposited in the Series 2000-1 Non-Principal Collection Sub-subaccount.
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SECTION 3.03. Daily Allocations.
(a) The portion of the Aggregate Daily Collections allocated to Series
2000-1 pursuant to Article III of the Agreement shall be allocated and
distributed as set forth in this Article III by the Trustee based solely on the
information provided it by the Master Servicer in the Daily Report (upon which
the Trustee may conclusively rely):
(i) on each Business Day, an amount equal to the Accrued Expense
Amount for such day (or, during a Series 2000-1 Revolving Period, such
greater amount as the Company may request in writing) shall be transferred
from the Series 2000-1 Collection Subaccount to the Series 2000-1
Non-Principal Collection Sub-subaccount; provided, that (A) on the tenth
Business Day of each Accrual Period (and each Business Day thereafter, if
necessary, until the full amount of any positive Accrued Expense
Adjustment is transferred), (B) on the day of any Increase (and each
Business Day thereafter, if necessary, until the full amount of any
positive Accrued Expense Adjustment is transferred), (C) on the day of any
Decrease and (D) on the last Business Day of each Accrual Period, an
amount equal to the Accrued Expense Adjustment shall, if such adjustment
is a positive amount, be transferred from the Series 2000-1 Collection
Subaccount to the Series 2000-1 Non-Principal Collection Sub-subaccount
or, if such adjustment is a negative amount, be transferred from the
Series 2000-1 Non-Principal Collection Sub-subaccount to the Series 2000-1
Collection Subaccount (or deducted from the transfer in respect of the
Accrued Expense Amount for such day); and
(ii) on each Business Day (including Distribution Dates), following
the transfers pursuant to clause (i) above, any remaining funds on deposit
in the Series 2000-1 Collection Subaccount shall be transferred by the
Trustee to the Series 2000-1 Principal Collection Sub-subaccount.
(b) (i) On each Business Day during a Series 2000-1 Revolving Period (including
Distribution Dates), after giving effect to all allocations of Aggregate Daily
Collections referred to in subsections (a)(i) and (a)(ii) above on such
Business Day, amounts on deposit in the Series 2000-1 Principal Collection
Sub-subaccount (including any amounts transferred thereto pursuant to Section
3.03(c)(i) of any Supplement) shall be distributed by the Trustee, based solely
on the information provided to the Trustee by the Master Servicer in the Daily
Report (upon which the Trustee may conclusively rely), (A) first, to pay Excess
Program Costs (first, to the Initial Purchaser, second to the Insurer, third,
to the Agent, and fourth, to any other Persons to whom such Excess Program
Costs are owed, ratably in accordance with the amounts owed) and (B) second, to
the
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Company (but only to the extent that the Trustee has received a Daily Report
which reflects the receipt of the Collections on deposit therein) in accordance
with directions contained in the Daily Report or to such accounts or such
Persons as the Company may direct in writing (which directions may consist of
standing instructions provided by the Company that shall remain in effect until
changed by the Company in writing); provided that such distribution shall be
made only if no Early Amortization Event or Potential Early Amortization Event
relating to an Early Amortization Event set forth in subsections (a), (d) (but
only with respect to a Servicer Default set forth in Section 6.01(e) of the
Servicing Agreement) or (g) of Section 5.01 of this Supplement has occurred and
is continuing and only to the extent that if, after giving effect to such
distribution, the Series 2000-1 Target Receivables Amount would not exceed the
Series 2000-1 Allocated Receivables Amount; provided, further, that if the
Company or the Master Servicer, on behalf of the Company, shall have given the
Agent and the Trustee irrevocable written notice (effective upon receipt) at
least one Business Day prior to such day, the Company or the Master Servicer
may instruct the Trustee in writing (specifying the related amount) to withdraw
all or a portion of such amounts on deposit in the Series 2000-1 Principal
Collection Sub-subaccount (including any amounts transferred thereto pursuant
to Section 3.03(c)(i) of any Supplement) and apply such withdrawn amounts
toward the reduction of the Series 2000-1 Invested Amount and the Series 2000-1
Subordinated Interest Amount in accordance with Section 2.06 hereof. Amounts
distributed to the Company hereunder shall be deemed to be paid first from
Collections received directly by the Master Servicer and second from
Collections received in the Lockboxes.
(ii) During any Series 2000-1 Amortization Period, amounts on deposit
in the Series 2000-1 Principal Collection Sub-subaccount on each Distribution
Date shall be distributed on such Distribution Date in accordance with Section
3.06(c). No amounts on deposit in the Series 2000-1 Principal Collection
Sub-subaccount shall be distributed by the Trustee to the Company or the holder
of the Series 2000-1 Subordinated Interest during a Series 2000-1 Amortization
Period.
(c) On each Business Day, an amount equal to the Daily Interest
Deposit for such day shall be transferred by the Trustee, based solely on the
information provided to the Trustee by the Master Servicer in the Daily Report
(upon which the Trustee may conclusively rely), from the Series 2000-1
Non-Principal Collection Sub-subaccount to the Series 2000-1 Accrued Interest
Sub-subaccount; provided, that, on each Business Day that a transfer of funds
is required to be made in respect of an Accrued Expense Adjustment pursuant to
the proviso to Section 3.03(a)(i), an amount equal to the Daily Interest
Adjustment shall, if such adjustment is a positive amount, be transferred from
the Series 2000-1 Non-Principal Collection Sub-subaccount to the Series 2000-1
Accrued Interest Sub-subaccount or, if such adjustment is a negative amount, be
transferred from
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the Series 2000-1 Accrued Interest Sub-subaccount to the Series 2000-1
Non-Principal Collection Sub-subaccount (or deducted from the transfer in
respect of the Daily Interest Deposit for such day).
(d) The allocations to be made pursuant to this Section 3.03 are
subject to the provisions of Sections 2.05, 2.06, 7.02, 9.01 and 9.04 of the
Agreement.
SECTION 3.04. Determination of Interest.
(a) (i) The amount of interest distributable with respect to the VFC
Certificates ("Series 2000-1 Monthly Interest Distribution") on each
Distribution Date as indicated on the Monthly Settlement Statement for such
Distribution Date shall be the aggregate amount of Daily Interest Expense
accrued during the immediately preceding Accrual Period.
(ii) Following any change in the CP Net Amount, the aggregate amount
of outstanding Liquidity Loans or the LOC Draws Outstanding during an
Accrual Period, the Series 2000-1 Monthly Interest shall be calculated
with respect to such changed amount for the number of days in the Accrual
Period during which such changed amount is outstanding.
(iii) If the CP Rate, LIBOR or the Base Rate changes during any
Accrual Period, the Master Servicer shall amend the Monthly Settlement
Statement to reflect the adjustment in the Series 2000-1 Monthly Interest
for such Accrual Period caused by such change and any consequent
adjustments and the Master Servicer shall also provide written
notification to the Trustee of any such change in the CP Rate, LIBOR and
the Base Rate. Any amendment to the Monthly Settlement Statement pursuant
to this Section 3.04(a)(iii) shall be completed by 1:00 p.m. on the day
preceding the next Settlement Report Date.
(b) On each Distribution Date, the Master Servicer shall determine the
excess, if any (the "Interest Shortfall"), of (i) the aggregate Series 2000-1
Monthly Interest Distribution for the Accrual Period ending on such
Distribution Date over (ii) the amount that will be available to be distributed
to the Purchasers on such Distribution Date in respect thereof pursuant to this
Supplement. If the Interest Shortfall with respect to any Distribution Date is
greater than zero, an additional amount ("Additional Interest") equal to the
product of (A) the number of days until such Interest Shortfall shall be repaid
divided by 365, (B) the Base Rate and (C) such Interest Shortfall (or the
portion thereof that has not been paid to the Purchasers) shall be payable as
provided herein with respect to the VFC Certificates on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Interest Shortfall is paid to the VFC Certificateholders.
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SECTION 3.05. Determination of Series 2000-1 Monthly Principal.
(a) Payments of Series 2000-1 Principal. The amount (the "Series
2000-1 Monthly Principal Payment") distributable from the Series 2000-1
Principal Collection Sub-subaccount on each Distribution Date as indicated on
the Monthly Settlement Statement during a Series 2000-1 Amortization Period
shall be equal to the amount on deposit in such account on the immediately
preceding Settlement Report Date; provided, however, that the Series 2000-1
Monthly Principal Payment on any Distribution Date shall not exceed the Series
2000-1 Invested Amount on such Distribution Date after giving effect to the
reductions and increases pursuant to subsections (b) and (c) below; provided,
further, no payment by the Insurer under the Insurance Policy shall reduce the
amount of any Series 2000-1 Monthly Principal Payment payable hereunder.
Further, on any other Business Day during a Series 2000-1 Amortization Period,
funds may be distributed from the Series 2000-1 Principal Collection
Sub-subaccount to the VFC Certificateholders in accordance with Section 2.06 of
this Supplement.
(b) Reductions to Series 2000-1 Principal. If, on any Special
Allocation Settlement Report Date, the Series 2000-1 Allocable Charged-Off
Amount is greater than zero for the related Settlement Period, the Trustee
shall (in accordance with the written directions of the Master Servicer upon
which the Trustee may conclusively rely) make the following applications of
such amounts in the following order of priority:
(i) the Series 2000-1 Required Subordinated Amount shall be reduced
(but not below zero) by an amount equal to the Series 2000-1 Allocable
Charged-Off Amount (which shall also be reduced by the amount so applied);
and
(ii) then, to the extent that the Series 2000-1 Allocable Charged-Off
Amount is greater than zero following the application in clause (i) above,
the Series 2000-1 Invested Amount shall be reduced (but not below zero) by
such remaining Series 2000-1 Allocable Charged-Off Amount (which shall
also be reduced by the amount so applied) and shall be allocated to the
Series 2000-1 Purchaser Invested Amounts on a pro rata basis.
(c) Increases to Series 2000-1 Principal. If, on any Special
Allocation Settlement Report Date, the Series 2000-1 Allocable Recoveries
Amount is greater than zero for the related Settlement Period, the Trustee
shall (in accordance with written directions from the Master Servicer upon
which the Trustee may conclusively rely) make the following applications (after
giving effect to the applications in subsection (b) above of such amount in the
following order of priority):
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(i) the Series 2000-1 Invested Amount shall be increased (but only to
the extent of any previous reductions of the Series 2000-1 Invested Amount
pursuant to Section 3.05(b)(ii)) by the amount of the Series 2000-1
Allocable Recoveries Amount (which shall also be reduced by the amount so
applied) and shall be allocated to the Series 2000-1 Purchaser Invested
Amounts on a pro rata basis; and
(ii) then, to the extent that the Series 2000-1 Allocable Recoveries
Amount is greater than zero following the applications in clause (i)
above, the Series 2000-1 Required Subordinated Amount shall be increased
(but only to the extent of any previous reductions of the Series 2000-1
Required Subordinated Amount pursuant to Section 3.05(b)(i)) by such
remaining Series 2000-1 Allocable Recoveries Amount (which shall also be
reduced by the amount so applied).
SECTION 3.06. Applications.
(a) The Trustee shall distribute, based solely on the information
provided to the Trustee by the Master Servicer in the Monthly Settlement
Statement (upon which the Trustee may conclusively rely), on each Distribution
Date, from amounts on deposit in the Series 2000-1 Accrued Interest
Sub-subaccount, an amount equal to the Series 2000-1 Monthly Interest
Distribution payable on such Distribution Date (such amount, the "Monthly
Interest Payment"), plus the amount of any Monthly Interest Payment previously
due but not distributed to the VFC Certificateholders on a prior Distribution
Date, plus the amount of any Additional Interest for such Distribution Date and
any Additional Interest previously due but not distributed to the VFC
Certificateholders on a prior Distribution Date, to the VFC Certificateholders
(pro rata based upon the respective amounts owed to each VFC
Certificateholder).
(b) On each Distribution Date, the Trustee shall, based solely on the
information provided to the Trustee by the Master Servicer in the Daily Report
(upon which the Trustee may conclusively rely), apply funds on deposit in the
Series 2000-1 Non-Principal Collection Sub-subaccount in the following order of
priority to the extent funds are available:
(i) an amount equal to the Series 2000-1 Monthly Servicing Fee for
the Accrual Period ending on such Distribution Date shall be withdrawn
from the Series 2000-1 Non-Principal Collection Sub-subaccount by the
Trustee and paid to the Master Servicer (less any amounts payable to the
Trustee pursuant to Section 8.05 of the Agreement which shall be paid to
the Trustee); and
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(ii) an amount equal to any Program Costs due and payable shall be
withdrawn from the Series 2000-1 Non-Principal Collection Sub-subaccount
by the Trustee and paid (a) first to the Persons owed any such amounts
that are Company Unsubordinated Obligations (first, to the Initial
Purchaser, second, to the Insurer, third, to the Agent, and fourth, to any
other Persons to whom such Program Costs are owed, ratably in accordance
with the amounts owed) and (b) second to the Persons owed any such amounts
that are Company Subordinated Obligations (first to the Initial Purchaser,
second to the Insurer, third, to the Agent, and fourth, to any other
Persons to whom such Program Costs are owed ratably in accordance with the
amounts owed).
Any remaining amounts on deposit in the Series 2000-1 Non-Principal Collection
Sub-subaccount (in excess of the Accrued Expense Amount as of such day) not
allocated pursuant to clauses (i) and (ii) above shall be paid to the holder of
the Series 2000-1 Subordinated Interest; provided, however, that during any
Series 2000-1 Amortization Period, such remaining amounts shall be deposited in
the Series 2000-1 Principal Collection Sub-subaccount for distribution in
accordance with Section 3.06(c) hereof.
(c) During any Series 2000-1 Amortization Period, the Trustee shall,
based solely on the information provided to the Trustee by the Master Servicer
in the Daily Report (upon which the Trustee may conclusively rely), apply, on
each Distribution Date, amounts on deposit in the Series 2000-1 Principal
Collection Sub-subaccount in the following order of priority:
(i) if any amounts are owed to the Trustee or any other Person, on
account of the Series 2000-1 Monthly Servicing Fees incurred in respect of
the performance of its responsibilities as Successor Master Servicer or
amounts are owing by the Master Servicer to the Trustee (as Trustee or as
Successor Master Servicer) pursuant to Section 8.05 of the Agreement out
of the Series 2000-1 Monthly Servicing Fees, and the Master Servicer has
failed to pay such amounts, an amount equal to the product of (a) the
aggregate amounts so owed to such Trustee or other Person and (b) Series
2000-1 Invested Percentage as of the end of the immediately preceding
Accrual Period shall be transferred from the Series 2000-1 Principal
Collection Sub-subaccount to the Trustee or such other Person;
(ii) following the repayment in full of all amounts set forth in
clause (i) above, an amount equal to the sum of the Series 2000-1 Monthly
Principal Payment for such Distribution Date shall be distributed from the
Series 2000-1 Principal Collection Sub-subaccount first, to the VFC
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Certificateholders in reduction of the Series 2000-1 Invested Amount (pro
rata based upon their respective Series 2000-1 Purchaser Invested Amounts)
and second, to repay any Excess Program Costs to the Person to whom such
Excess Program Costs are owed (in each case, first in satisfaction of any
Company Unsubordinated Obligations and second in satisfaction of any
Company Subordinated Obligations);
(iii) if, following the repayment in full of all amounts set forth in
clauses (i) and (ii) above, any amounts are owed to the Trustee or any
other Person, on account of its fees, expenses and disbursements incurred
in respect of the performance of its responsibilities hereunder or as
Successor Master Servicer, such amounts shall be transferred from the
Series 2000-1 Principal Collection Sub-subaccount and paid to the Trustee
or such other Person; and
(iv) following the repayment in full of all amounts set forth in
clauses (i) through (iii) above, the remaining amount on deposit in the
Series 2000-1 Principal Collection Sub-subaccount on such Distribution
Date, if any, shall be distributed to the holder of the Series 2000-1
Subordinated Interest.
SECTION 3.07. Prepayment. On any Distribution Date, the Company may,
with 30 days' prior written notice to the Agent, the Trustee and the Master
Servicer, prepay all or a portion of the Series 2000-1 Invested Amount. The
Series 2000-1 Invested Amount may be prepaid in full or in part, but the VFC
Certificates and all other amounts (if any) then owed to the Purchasers by the
Trust, the Company, the Master Servicer, any Servicer or any Seller pursuant to
the Transaction Documents must, at the time of such prepayment, be repaid,
together with any other funds made available by the Company as may be necessary
for such payment in full. The Company shall, to effect such prepayment, deposit
no later than 11:00 a.m. on such Distribution Date (i)(A) an amount equal to
any shortfall on such Distribution Date in the Series 2000-1 Accrued Interest
Sub-subaccount in respect of the Monthly Interest Payment previously due but
not distributed to the VFC Certificateholders on a prior Distribution Date,
plus the amount of Additional Interest for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 2000-1
Accrued Interest Sub subaccount, (B) the Series 2000-1 Adjusted Invested Amount
to be redeemed to the Series 2000-1 Principal Collection Sub-subaccount, (C)
all other amounts then owing to the VFC Certificateholders in respect of the
Series 2000-1 Invested Amount to be repaid pursuant to the Transaction
Documents to the Series 2000-1 Non-Principal Collection Sub subaccount, in each
case, for distribution to the VFC Certificateholders by the Trustee in
accordance with Section 4.01(a) or (ii) funds in the same aggregate amount as
specified in the foregoing clause (i) to such accounts of the Agent or
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the VFC Certificateholders and in such amounts as may be specified by the
Agent. In the case of either clause (i) or (ii), the Master Servicer's Daily
Report and Monthly Settlement Statement delivered pursuant to Sections 4.02 and
4.03 shall reflect such deposits in connection with the prepayment.
ARTICLE IV
Distributions and Reports
Article IV of the Agreement (except for any portion thereof relating
to another Series) shall read in its entirety as follows and the following
shall be exclusively applicable to the VFC Certificates issued pursuant to this
Supplement:
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SECTION 4.01. Distributions.
(a) On each Distribution Date, the Trustee shall distribute to the VFC
Certificateholders from the account indicated in Article III hereof the amount
to be distributed to the VFC Certificateholders pursuant thereto. The Agent
shall, except to the extent a different allocation is specified herein,
distribute to each Purchaser its pro rata share of such amounts based upon each
Purchaser's Series 2000-1 Purchaser Invested Amount.
(b) All allocations and distributions hereunder shall be in accordance
with the Daily Report and the Monthly Settlement Statement and shall be made in
accordance with the provisions of Section 11.04 hereof and subject to Section
3.01(h) of the Agreement.
SECTION 4.02. Daily Reports. The Master Servicer shall provide the
Agent and the Trustee with a Daily Report in accordance with Section 4.01 of
the Servicing Agreement. The Agent shall make copies of the Daily Report
available to each VFC Certificateholder at its reasonable request at the
Agent's office.
SECTION 4.03. Statements and Notices.
(a) Monthly Settlement Statements. On each Settlement Report Date
(commencing with the Settlement Report Date occurring in April, 2000, the
Master Servicer shall deliver to the Trustee, the Agent and the Insurer a
Monthly Settlement Statement in the Form of Exhibit E hereto setting forth,
among other things, the Loss Reserve Ratio, the Dilution Reserve Ratio, the
Minimum Ratio, the Carrying Cost Reserve Ratio and the Servicing Reserve Ratio,
each as recalculated for the next succeeding Settlement Period. The Agent shall
forward a copy of each Monthly Settlement Statement to any Purchaser upon
request by such Purchaser.
(b) Annual Certificateholders' Tax Statement. On or before April 1 of
each calendar year (or such earlier date as required by applicable law),
beginning with calendar year 2000, the Company on behalf of the Trustee shall
furnish, or cause to be furnished, to each Person who at any time during the
preceding calendar year was a Purchaser, a statement prepared by the Company
containing the aggregate amount distributed to such Person for such preceding
calendar year or the applicable portion thereof during which such Person was a
Purchaser, together with such other information as is required to be provided
by an issuer of indebtedness under the Internal Revenue Code and such other
customary information as the Company deems necessary to enable the Purchasers
to prepare their tax returns. Such obligation of the Company shall be deemed to
have been satisfied to the extent that substantially comparable information
shall have been provided by the Trustee pursuant to any requirements of the
Internal Revenue
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Code as from time to time in effect. The Trustee shall be under no obligation
to prepare tax returns for the Trust.
(c) Early Amortization Event/Distribution of Principal Notices. Upon
the occurrence of an Early Amortization Event with respect to Series 2000-1,
the Company or the Master Servicer, as the case may be, shall give prompt
written notice thereof to the Trustee and the Agent. As promptly as reasonably
practicable after its receipt of notice of the occurrence of an Early
Amortization Event with respect to Series 2000-1 (i) the Trustee shall give
notice to each Rating Agency (which notice shall be given, by telephone or
otherwise, not later than the second Business Day after such receipt) and (ii)
the Agent shall give notice to each Purchaser and the Insurer. In addition, on
the Business Day preceding each day on which a distribution of principal is to
be made during the Series 2000-1 Amortization Period, the Master Servicer shall
direct the Agent to send notice to each Purchaser and the Insurer, which notice
shall set forth the amount of principal to be distributed on the related date
to each Purchaser with respect to their Beneficial Interests in the VFC
Certificates.
ARTICLE V
Additional Early Amortization Events
SECTION 5.01. Additional Early Amortization Events. If any one of the
events specified in Section 7.01 of the Agreement (after any grace periods or
consents applicable thereto) or any one of the following events (each, an
"Early Amortization Event"), after grace periods applicable thereto, shall
occur during a Series 2000-1 Revolving Period or a Series 2000-1 Amortization
Period pursuant to clause (ii) of the definition thereof:
(a) (i) failure on the part of the Master Servicer to direct any
payment to be made, or failure of any payment to be made, in respect of
principal or interest owing on any VFC Certificate or the Commitment Fee and
such failure continues for more than five Business Days, or (ii) failure on the
part of the Master Servicer to direct any other payment to be made, or failure
of the Company to make any payment in respect of any other amounts owing by the
Company under any Pooling and Servicing Agreement to or for the benefit of any
VFC Certificateholder, the Agent, any Purchaser or any Indemnified Party and
such failure continues unremedied for more than five Business Days after the
earlier to occur of (x) the date upon which a Responsible Officer of the Master
Servicer obtains knowledge of such failure or (y) the date on which written
notice of such failure (1) is given to the Master Servicer by the Company or
the Trustee or (2) to the Company, to the Trustee and to the Master Servicer by
holders of Investor Certificates evidencing 25% or more of the Aggregate
Invested Amount;
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(b) failure on the part of the Company duly to observe or perform in
any material respect any covenant or agreement of the Company set forth in any
Pooling and Servicing Agreement (including each covenant contained in Sections
2.07 and 2.08 of the Agreement) that continues unremedied 30 days after the
earlier of (i) the date on which a Responsible Officer of the Company or, so
long as the Master Servicer is an Affiliate of the Company, the Master Servicer
has actual knowledge of such failure and (ii) the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to
the Company by the Trustee, or to the Company and the Trustee by the Agent or
Purchasers;
(c) any representation or warranty made or deemed made by the Company
in any Pooling and Servicing Agreement to or for the benefit of any VFC
Certificateholder shall prove to have been incorrect in any material respect
when made or when deemed made that continues to be incorrect 30 days after the
earlier of (i) the date on which a Responsible Officer of the Company or, so
long as the Master Servicer is an Affiliate of the Company, the Master Servicer
has actual knowledge of such failure and (ii) the date on which notice of such
failure, requiring the same to be remedied, shall have been given to the
Company by the Trustee or to the Company and the Trustee by the Agent or the
Purchasers; provided, however, that an Early Amortization Event with respect to
Series 2000-1 shall not be deemed to have occurred under this paragraph if the
incorrectness of such representation or warranty gives rise to an obligation to
repurchase or make an adjustment payment in respect of the related Receivables
and the Company has repurchased or made an adjustment payment in respect of the
related Receivable or all such Receivables, if applicable, in accordance with
the provisions of the applicable Pooling and Servicing Agreement within 5
Business Days of when the Company was obligated to do so;
(d) a Servicer Default other than any Servicer Default that is within
Section 5.01(a) above shall have occurred and be continuing;
(e) a Purchase Termination Event shall have occurred and be
continuing;
(f) a Change in Control shall have occurred;
(g) the Series 2000-1 Allocated Receivables Amount shall be less than
the Series 2000-1 Target Receivables Amount for a period of five consecutive
Business Days;
(h) any of the Agreement, the Servicing Agreement, this Supplement or
the Receivables Sale Agreement shall cease, for any reason, to be in full force
and effect, or the Company, the Master Servicer, any Servicer or any Seller, or
any Affiliate of any of the foregoing, shall so assert in writing;
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(i) the Trust shall for any reason cease to have a valid and perfected
first priority undivided ownership or first priority security interest in any
or all of the Trust Assets (subject to no other Liens other than any Permitted
Liens) and such cessation would, individually or together with other
cessations, have a Material Adverse Effect, a Seller Material Adverse Effect or
a Servicer Material Adverse Effect;
(j) the Agent shall have determined that the funding of a VFC
Certificate is impracticable for any reason whatsoever, including as a result
of (i) a drop in or withdrawal of any of the ratings assigned to Redwood's
commercial paper, (ii) restrictions on the amount of assets Redwood may finance
or (iv) the inability of Redwood to issue commercial paper;
(k) an LOC Draw shall have occurred;
(l) the obligations of the Liquidity Banks to make Liquidity Loans
shall have terminated and not otherwise been replaced;
(m) a default or breach of any of the covenants set forth in Section
8.03(d) shall have occurred;
(n) an event of default under the "Collateral Agent Agreement" or any
other "Program Document" (each as defined in the Liquidity Agreement) shall
have occurred;
(o) the short term debt rating of a Liquidity Bank shall have been
downgraded by a Rating Agency and such Liquidity Bank shall not have been
replaced in accordance with the terms of the Liquidity Agreement within 30 days
thereafter;
(p) (i) the Default Ratio as of the last day of any Settlement Period
shall be greater than 5.00%, (ii) the ratio (expressed as a percentage) of
Dilution Adjustments made during any Settlement Period divided by the aggregate
Principal Amount of Receivables originated by the Seller during such Settlement
Period (determined as of the last day of such Settlement Period) shall be
greater than 8.00% or (iii) the Receivable Collection Turnover as of the last
day of any Settlement Period shall be greater than 30 days;
(q) a Federal tax notice of a Lien shall have been filed against the
Company or the Trust unless there shall have been delivered to the Trustee and
the Rating Agencies proof of release of such Lien;
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(r) 15 days shall have elapsed after a Responsible Officer of the
Company receives notice as to, or becomes aware of, a notice of a Lien having
been filed by the PBGC against the Company or the Trust under Section 412(n) of
the Code or Section 302(f) of ERISA for a failure to make a required
installment or other payment to a plan to which Section 412(n) of the Code or
Section 302(f) of ERISA applies unless there shall have been delivered to the
Trustee and the Rating Agencies proof of the release of such Lien;
(s) unless the Agent and each Liquidity Bank otherwise consent, (i)
the Insurance Policy shall for any reason cease to be in full force and effect,
(ii) the Insurer shall deny all or any portion of its liability under the
Insurance Policy, or (iii) the Insurer shall cease to have a long-term debt
rating of A- or better from S&P and A3 from Xxxxx'x, and, in each case, the
Agent shall not have received a replacement Insurance Policy within 45 days on
substantially the same terms and issued by an insurance company or other
financial institution with a long-term debt rating of AA or better from S&P and
Aa2 or better from Xxxxx'x and otherwise acceptable to the Agent;
(t) (i) one or more judgments for the payment of money (to the extent
not bonded or covered by insurance to the reasonable satisfaction of the Agent)
shall be rendered against the Company in an aggregate amount greater than
$100,000 or (ii) one or more judgments for the payment of money (to the extent
not bonded or covered by insurance to the reasonable satisfaction of the Agent)
shall be rendered against the Master Servicer, any Servicer or any Seller in an
aggregate amount greater than (i) 7.25% of the consolidated tangible net worth
of Xxxxxx Micro Inc. at the end of the most recently ended fiscal quarter or
(ii) $80,000,000, whichever is less, and the same shall remain undischarged for
a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy
upon assets or properties of the Company, the Master Servicer, any Servicer, or
any Seller to enforce any such judgment and no stay of enforcement shall be in
effect;
then, in the case of (x) any event described in Section 7.01 of the Agreement
(after the applicable grace period, if any), automatically without any notice
or action on the part of the Trustee or Purchasers, an early amortization
period shall immediately commence or (y) any event described above, after the
applicable grace period (if any) set forth in the applicable subsection, the
Trustee may, and at the written direction of the Majority Purchasers shall, by
written notice then given to the Company and the Master Servicer, declare that
an early amortization period has commenced as of the date of such notice with
respect to Series 2000-1 (any such period under clause (x) or (y) above, an
"Early Amortization Period"); provided, however, that in the case of the event
described in subsection (g) above, if an Early Amortization Period has not been
declared within 10 Business Days from the occurrence of such event, then an
Early Amortization Period shall occur
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automatically unless, (i) prior to the end of such 10 Business Day period, the
Series 2000-1 Allocated Receivables Amount shall no longer be less than the
Series 2000-1 Target Receivables Amount and (ii) so long as the Series 2000-1
Allocated Receivables Amount continues to be equal to or greater than the
Series 2000-1 Target Receivables Amount, Purchasers evidencing 66-2/3% or more
of the Series 2000-1 Invested Amount shall have waived the occurrence of such
event.
ARTICLE VI
Servicing Fee
SECTION 6.01. Servicing Compensation. A monthly servicing fee (the
"Series 2000-1 Monthly Servicing Fee") shall be payable to the Master Servicer
on each Distribution Date for the preceding Settlement Period, in an amount
equal to the product of (a) the Servicing Fee and (b) the Series 2000-1
Invested Percentage as of the end of the preceding Settlement Period.
To the extent that funds on deposit in the Series 2000-1 Non-Principal
Collection Sub-subaccount at any such date are insufficient to pay the Series
2000-1 Monthly Servicing Fee due on such date as set forth in the Monthly
Settlement Statement delivered by the Master Servicer to the Trustee, the
Trustee shall so notify the Company and the Company shall immediately pay the
Master Servicer the amount of any such deficiency; provided, however, that any
payments to be made by the Company pursuant to this Section shall, if the
Master Servicer is Xxxxxx Micro Inc. or an Affiliate thereof, (i) be Company
Subordinated Obligations, (ii) be made solely from funds available to the
Company that are not required to be applied to Company Unsubordinated
Obligations then due and (iii) not constitute a general recourse claim against
the Company but only a claim against the Company to the extent of funds
available to the Company after satisfying all Company Unsubordinated
Obligations then due.
ARTICLE VII
Change in Circumstances
SECTION 7.01. Illegality. Notwithstanding any other provision herein,
if, after the Issuance Date, or with respect to any Person becoming a Purchaser
or a Liquidity Bank subsequent to the Issuance Date, after the new date such
Person became a Purchaser or a Liquidity Bank, as applicable (the "Acquisition
Date"), the adoption of or any change in any Requirement of Law or in the
interpretation or administration thereof by any Governmental Authority charged
with the administration or interpretation thereof shall make it unlawful for
any Purchaser or Liquidity Bank to make or maintain its portion of the VFC
Certificateholder's Interest with respect to which interest accrues by
reference to LIBOR and such
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Purchaser or Liquidity Bank, as applicable, shall provide written notice to the
Agent, the Trustee and the Company, then effective with commencement of the
next Accrual Period, or immediately if it shall be unlawful for such Purchaser
or Liquidity Bank to maintain its portion of the VFC Certificateholder's
Interest with respect to which interest accrues by reference to LIBOR to the
end of the applicable Accrual Period, the Liquidity Interest Rate with respect
to such portion of the VFC Certificateholder's Interest applicable to such
Purchaser or Liquidity Bank shall until the foregoing notice is withdrawn be
calculated by reference to the Base Rate (such calculation to be performed by
the Agent). If any such change in the method of calculating interest occurs on
a day which is not the last day of the applicable Accrual Period, the Company
shall pay to the Agent for the account of such Purchaser or Liquidity Bank the
amounts, if any, as may be required pursuant to Section 7.04 hereof.
SECTION 7.02. Requirements of Law.
(a) Notwithstanding any other provision herein, if after the Issuance
Date the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by the Insurer
or any Purchaser or any Liquidity Bank with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority made (i) as to the Insurer or any Purchaser or Liquidity Bank that is
a Purchaser or Liquidity Bank on the date hereof, subsequent to the date hereof
or (ii) as to any Purchaser the Insurer or Liquidity Bank that becomes a
Purchaser, the Insurer, or a Liquidity Bank after the date hereof, subsequent
to the Acquisition Date:
(i) shall change the basis of taxation of payments to any such
Purchaser, the Insurer or any such Liquidity Bank in respect of the
Transaction Documents; or
(ii) shall impose, modify or deem applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Purchaser, the Insurer or such Liquidity Bank which is not
otherwise included in the determination of LIBOR;
and the result of any of the foregoing is to increase the cost to such
Purchaser, the Insurer or such Liquidity Bank by an amount which such
Purchaser, the Insurer or such Liquidity Bank deems in its reasonable judgment
to be material, of making, converting into, continuing, maintaining or
guaranteeing the Insurance Policy or an interest in the VFC Certificateholder's
Interest with respect to which interest
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accrues by reference to LIBOR or to reduce any amount receivable hereunder in
respect thereof or the result of any of the foregoing is to increase the cost
to the Insurer of entering into or performing its obligations under the
Insurance Policy or the Insurance Agreement (including any reduction of any
premium, fee or other sum payable thereunder), then, in any such case, the
Company will pay to such Purchaser, the Insurer or such Liquidity Bank upon
demand such additional amount or amounts as will compensate such Purchaser, the
Insurer or such Liquidity Bank for such additional costs incurred or reduced
amount receivable other than amounts with respect to Taxes for which the
Company is held harmless pursuant to Section 7.03 hereof and without
duplication of any amounts for which the Company is obligated to make payment
pursuant thereto.
(b) If any Purchaser, the Insurer or any Liquidity Bank (i) that is
the Insurer or a Purchaser or a Liquidity Bank on the date hereof shall have
determined that the adoption after the Issuance Date of or any change after the
Issuance Date, or (ii) that becomes a Purchaser, Insurer or a Liquidity Bank
after the date hereof shall have determined that the adoption after the
Acquisition Date of or any change after the Acquisition Date, in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Purchaser, the Insurer or such
Liquidity Bank or any corporation controlling such Purchaser, the Insurer or
such Liquidity Bank with any request, guideline or directive regarding capital
adequacy or the amount of capital required or expected to be maintained by the
Insurer or such Purchaser or Liquidity Bank (whether or not having the force of
law) from any Governmental Authority made subsequent to the date hereof shall
have the effect of reducing the rate of return on such Purchaser's, the
Insurer's, such Liquidity Bank's or such corporation's capital as a consequence
of its obligations hereunder under the Insurance Agreement or the Insurance
Policy or under the other Transaction Documents to a level below that which
such Purchaser, the Insurer, such Liquidity Bank or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Purchaser's, the Insurer's, such Liquidity Bank's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such
Purchaser, the Insurer or such Liquidity Bank in its reasonable judgment to be
material, then from time to time, the Company shall promptly pay to such
Purchaser, the Insurer or such Liquidity Bank such additional amount or amounts
as will compensate such Purchaser, the Insurer or such Liquidity Bank for such
reduction suffered.
(c) Any payments to be made by the Company pursuant to this Section shall (i)
be Company Subordinated Obligations, (ii) be made solely from funds available
to the Company that are not required to be applied to Company Unsubordinated
Obligations then due and (iii) until the date that is one year and one day
after payment in full of the Company Unsubordinated Obligations, not
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constitute a general recourse claim against the Company after satisfying all
Company Unsubordinated Obligations then due at any time during the period of
one year and one day following the date on which all Company Unsubordinated
Obligations have been paid in full, except to the extent that funds are
available (including, but not limited to, funds available to the Company
pursuant to the exercise of its right to indemnity and other payments pursuant
to Sections 2.06 and 9.02 of the Receivables Sale Agreement) to the Company to
make such payments.
(d) If any Purchaser, Insurer or any Liquidity Bank becomes entitled
to claim any additional amounts pursuant to subsection (a) or (b) above, it
shall promptly notify the Company (with a copy to the Agent) of the event by
reason of which it has become so entitled. No delay or failure to deliver such
notice shall impair the rights of the Purchasers, the Insurer and the Liquidity
Banks hereunder; provided that the Company shall not be required to compensate
a Purchaser, the Insurer or any Liquidity Bank pursuant to this Section 7.02
for any increased costs, reduced returns or other losses incurred more than 360
days prior to the date that such Purchaser, Insurer or such Liquidity Bank, as
the case may be, notifies the Company of its intention to claim compensation
therefor. A certificate setting forth (i) any additional amounts payable
pursuant to this subsection and (ii) a reasonably detailed explanation of the
calculation of such amount or amounts submitted by such Purchaser, the Insurer
or such Liquidity Bank to the Company (with a copy to the Agent) shall be
conclusive in the absence of manifest error. The agreements in this Section
7.02 shall survive the termination of this Supplement and the Agreement and the
payment of all amounts payable hereunder.
SECTION 7.03. Taxes.
(a) All payments made by the Company under this Supplement shall be
made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority with
respect to any payment by the Company ("Taxes"), excluding Taxes imposed (i) on
the net income or franchise taxes imposed on the net income (or in lieu of net
income) of the Agent, the Insurer, any Purchaser, or any Liquidity Bank by (A)
the United States or any political subdivision or taxing authority thereof or
therein, or (B) any jurisdiction under the laws of which the Agent, the
Insurer, such Purchaser, such Liquidity Bank or such lending office is
organized or in which its lending office is located, managed or controlled or
in which its principal office is located or any political subdivision or taxing
authority thereof or therein, (ii) as a result of a present or former
connection between the Agent, the Insurer or any Purchaser or Liquidity Bank
and the governmental authority imposing such tax other than as a
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result of the Agreement or this Supplement or any transaction thereunder or
hereunder, and (iii) for any Purchaser or Liquidity Bank that is not organized
under the laws of the United States of America or a state thereof, any United
States withholding tax to the extent existing on the date such Purchaser or
Liquidity Bank became a Purchaser or Liquidity Bank (or, in the case of
payments to a new lending office on the date such Purchaser or Liquidity Bank
designated such new lending office) (the Taxes referred to in the foregoing
clauses (i), (ii) and (iii) individually or collectively being called "Excluded
Taxes" and any and all other Taxes, collectively or individually, being called
"Non-Excluded Taxes"). If any such Non-Excluded Taxes are required to be
withheld from any amounts payable to the Agent, the Insurer, the Trustee or any
Purchaser or Liquidity Bank hereunder, the Company shall pay additional amounts
to the Agent, the Insurer, the Trustee or such Purchaser or Liquidity Bank to
the extent necessary to yield to the Agent, the Insurer or such Purchaser or
Liquidity Bank (after giving effect to all deductions and withholdings in
respect of Non-Excluded Taxes, including Non-Excluded Taxes upon or in respect
of such additional amounts) interest or any such other amounts payable
hereunder at the rates or in the amounts otherwise specified in this
Supplement; provided, however, that the Company shall not be required to
increase any such amounts payable to any Purchaser or Liquidity Bank that is
not organized under the laws of the United States of America or a state thereof
if such Purchaser or Liquidity Bank fails to comply with the requirements of
subsection (b) of this Section 7.02. Whenever any Non-Excluded Taxes are
payable by the Company, as promptly as possible thereafter the Company shall
send to the Insurer or Agent for its own account or for the account of such
Purchaser or Liquidity Bank, as the case may be, a certified copy of any
original official receipt received by the Company showing payment thereof or
any other proof reasonably acceptable to the Agent. In addition, the Company
agrees to pay any and all present or future stamp or documentary taxes and any
other excise or property taxes or charges or similar levies that arise from any
payment made under any Pooling and Servicing Agreement, this Supplement, the
Insurance Agreement or the VFC Certificates or from the execution or delivery
of, or otherwise with respect to, any Pooling and Servicing Agreement, this
Supplement, the Insurance Agreement or the VFC Certificates (collectively,
"Other Taxes"). The Company agrees to indemnify each of the Agent, the Insurer,
the Trustee, the Purchasers and the Liquidity Banks for the full amount of any
Non-Excluded Taxes and Other Taxes paid by the Agent, the Insurer, the Trustee
or any Purchaser or any Liquidity Bank (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto other than any penalties, interest or expense to the extent arising
from the failure of the Agent, the Insurer, such Purchaser or Liquidity Banks
to pay such Non-Excluded Taxes or other Taxes on a timely basis. If the Company
fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent or the Insurer, as the case may be,
the required receipts or any other proof reasonably acceptable to the
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Agent or the Insurer, as the case may be, the Company shall indemnify the
Agent, the Insurer, the Trustee, the Purchasers and the Liquidity Banks for any
incremental taxes, interest or penalties that may become payable by the Agent,
the Insurer, the Trustee or any Purchaser or any Liquidity Bank as a result of
any such failure. If the Agent, the Insurer or any Purchaser or Liquidity Bank
shall become aware that it is entitled to receive a refund or other tax credit
or benefit in respect of any Non-Excluded Taxes, it shall promptly notify the
Company thereof and, in the case of a refund, shall within 30 days after
receipt of a request by the Company, apply for such refund at the Company's
expense. If the Agent, the Insurer, the Trustee or any Purchaser or Liquidity
Bank receives a refund or the benefit of a refund in respect of any
Non-Excluded Taxes for which the Company has made a payment hereunder, it shall
promptly notify the Company thereof and shall promptly repay such refund or the
amount of the benefit derived from such refund, as the case may be, to the
Company without interest and net of any expenses incurred, except to the extent
interest shall have explicitly accompanied such refund; provided that the
Company, upon the request of such Purchaser or Liquidity Bank, the Insurer or
the Agent, agrees to return the amount paid in respect of such refund (plus any
penalties that are not attributable to the negligence or misconduct of such
Purchaser, the Insurer or such Liquidity Bank, interest or other charges
required to be paid) to such Purchaser, the Insurer or Liquidity Bank or the
Agent in the event such Purchaser, the Insurer, such or Liquidity Bank or the
Agent is required to repay such amount to the relevant taxing authority. The
agreements in this Section 7.03(a)shall survive the termination of this
Supplement and the repayment of the Series 2000-1 Invested Amount and all other
amounts payable hereunder.
(b) Each Purchaser, the Insurer and each Liquidity Bank shall:
(i) deliver to the Company, the Trustee and the Agent a properly
completed and executed copy of any form, certification or similar
documentation necessary for claiming exemption from or reduction of
withholding taxes including, in the case of a Purchaser, the Insurer or
Liquidity Bank that is not incorporated under the laws of the United
States of America or a state thereof, (A) two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224, or successor
applicable form, as the case may be, and (B) an Internal Revenue Service
Form W-8 or W-9, or successor applicable form, as the case may be;
(ii) deliver to the Company, the Trustee and the Agent two further
copies of any such form or certification on or before the date that any
such form or certification expires or becomes obsolete and after the
occurrence of any event requiring a change in the most recent form
previously delivered by it to the Company; and
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(iii) seek to obtain such extensions of time for filing and complete
such forms or certifications as may reasonably be requested by the Company
or the Agent;
unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Purchaser, the Insurer or Liquidity Bank from duly
completing and delivering any such form with respect to it and such Purchaser,
the Insurer or Liquidity Bank so advises the Company and the Agent. Each
Purchaser or Liquidity Bank so incorporated shall certify to the Company, the
Trustee and the Agent at the time it first becomes a Purchaser or Liquidity
Bank, and thereafter to the extent provided by law, (i) all such forms are true
and complete, (ii) in the case of a Form 1001, X-0XXX, X-0XXX or 4224, that it
is entitled to receive payments under this Agreement without, or at a reduced
rate of, withholding of any United States federal income taxes and (iii) in the
case of a Form W-8 or W-9, that it is entitled to an exemption from United
States backup withholding tax. Each Person that shall become a Purchaser, a
Liquidity Bank or a Participant pursuant to Section 11.10 hereof shall, upon
the effectiveness of the related transfer, be required to provide to the
Company, the Trustee and the Agent all of the forms and statements required
pursuant to this Section 7.03; provided that in the case of a Participant such
Participant shall furnish all such required forms and statements to the
Purchaser or Liquidity Banks from which the related participation shall have
been purchased.
SECTION 7.04. Indemnity. The Company agrees to indemnify each Purchaser, the
Insurer and each Liquidity Bank and to hold each Purchaser, the Insurer and
each Liquidity Bank harmless from any loss or expense which such Purchaser, the
Insurer or Liquidity Bank may sustain or incur as a consequence of (a) failure
by the Company to make an Increase after the Company has given irrevocable
notice requesting the same in accordance with the provisions of this
Supplement, or (b) default by the Company in making any prepayment of the
Series 2000-1 Invested Amount with respect to which interest is calculated by
reference to LIBOR or the CP Rate in connection with a Decrease after the
Company has given irrevocable notice thereof in accordance with the provisions
of Section 2.06 of this Supplement or (c) the making of a prepayment of the
Series 2000-1 Invested Amount with respect to which interest is calculated by
reference to LIBOR or the CP Rate other than on a Distribution Date. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid or not so
prepaid or subject to an Increase, for the period from the date of such
prepayment or of such failure by the Company to make an
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Increase or prepay to the last day of the Accrual Period (or in the case of a
failure by the Company to make an Increase, the Accrual Period that would have
commenced on the date of such prepayment or of such failure) in each case at
the applicable rate of interest for the Series 2000-1 Invested Amount with
respect to which interest is calculated by reference to LIBOR or the CP Rate
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Purchaser, the Insurer or Liquidity Bank) which would have accrued to such
Purchaser, the Insurer or Liquidity Bank on such amount by placing such amount
on deposit for a comparable period with leading banks in the interbank
Eurodollar market; provided that any payments made by the Company pursuant to
this Section shall be Company Subordinated Obligations. This covenant shall
survive the termination of this Supplement and the payment of all amounts
payable hereunder. A certificate of a Purchaser, the Insurer or Liquidity Bank
setting forth (i) any amount that such Purchaser, the Insurer or Liquidity Bank
is entitled to receive pursuant to this Section 7.04 and (ii) a reasonably
detailed explanation of the calculation of such amount shall be delivered to
the Company and the Master Servicer and shall be conclusive absent manifest
error.
SECTION 7.05. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate.
(a) If (i) any Purchaser or Liquidity Bank delivers a notice described
in Section 7.02 hereof or (ii) the Company is required to pay any additional
amount or indemnification payment to any Purchaser or Liquidity Bank pursuant
to Section 7.03, the Company may, at its sole expense and effort (including
with respect to the processing and recordation fee referred to in Section
11.10(b)), upon notice to such Purchaser or Liquidity Bank and the Agent,
require such Purchaser or Liquidity Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in
Section 11.10), all of its interests, rights and obligations under this
Agreement to an Eligible Assignee that shall assume such assigned obligations
(which assignee may be another Purchaser or Liquidity Bank, as applicable, if
another Purchaser or Liquidity Bank accepts such assignment); provided that (A)
such assignment shall not conflict with any law, rule or regulation or order of
any court or other Governmental Authority having jurisdiction, (B) the Company
shall have received the prior written consent of the Agent, which consent shall
not unreasonably be withheld, and (C) the Company or such assignee shall have
paid to the affected Purchaser or Liquidity Bank in immediately available funds
an amount equal to the sum of the principal of, and interest accrued to the
date of such payment on, the outstanding VFC Beneficial Interests of such
Purchaser or Liquidity Bank plus all fees and other amounts accrued for the
account of such Purchaser or Liquidity Banks hereunder (including any amounts
under Sections 7.02, 7.03 and 7.04); provided, further, that, if prior to any
such transfer and assignment the circumstances or event that resulted in such
Purchaser's or Liquidity Bank's
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notice under Section 7.02 or the amounts paid pursuant to Section 7.03, as the
case may be, cease to cause such Purchaser or Liquidity Bank to suffer
increased costs or reductions in amounts received or receivable or reduction in
return on capital, or cease to have the consequences specified in Section 7.02,
or cease to result in amounts being payable under Section 7.03, as the case may
be (including as a result of any action taken by such Purchaser or Liquidity
Bank pursuant to Section 7.05(b) below), or if such Purchaser or Liquidity Bank
shall withdraw its notice under Section 7.02 or shall waive its right to
further payments under Section 7.03 in respect of such circumstances or event,
as the case may be, then such Purchaser or Liquidity Bank shall not thereafter
be required to make any such transfer and assignment hereunder.
(b) If (i) any Purchaser or Liquidity Banks delivers a notice
described in Section 7.02 or (ii) the Company is required to pay any additional
amount to any Purchaser or Liquidity Bank pursuant to Section 7.03, then such
Purchaser or Liquidity Bank shall use reasonable efforts (which shall not
require such Purchaser or Liquidity Bank to incur an unreimbursed loss or
unreimbursed cost or expense or otherwise take any action inconsistent with its
internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden reasonably deemed by it to be significant) to (A) file
any certificate or document reasonably requested in writing by the Company or
(B) assign its rights and delegate and transfer its obligations hereunder to
another of its offices, branches or affiliates, if such filing or assignment
would enable it to withdraw its notice delivered pursuant to Section 7.02 or
would reduce amounts payable pursuant to Section 7.03, as the case may be, in
the future. The Company hereby agrees to pay all reasonable costs and expenses
incurred by any Purchaser or Liquidity Banks in connection with any such filing
or assignment, delegation and transfer.
SECTION 7.06. Limitation. The obligations of the Company under this
Article VII shall be limited by Section 11.13.
ARTICLE VIII
Covenants, Representations and Warranties
SECTION 8.01. Representations and Warranties of the Company and the
Master Servicer. The Company and the Master Servicer each hereby represents and
warrants to the Trustee, the Agent, the Insurer and each of the Purchasers and
the Liquidity Banks that each and every of their respective representations and
warranties contained in the Agreement and the Servicing Agreement is true and
correct as of the Issuance Date and as of the date of each Increase.
SECTION 8.02. Covenants of the Company and the Master Servicer. The
Company and the Master Servicer each hereby agrees, in addition to its
obligations under the Agreement and the Servicing Agreement, that:
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(a) it shall not terminate the Agreement unless in compliance with the
terms of the Agreement and the supplements relating to each Outstanding Series;
(b) it will provide the Agent with evidence, satisfactory to the
Agent, of (i) the establishment of a disaster recovery plan, (ii) the
establishment of computer back-up systems and (iii) the operational readiness
of an off-site disaster recovery facility;
(c) it shall observe in all material respects each and every of its
respective covenants (both affirmative and negative) contained in the
Agreement, the Servicing Agreement, this Supplement and all other Transaction
Documents to which it is a party;
(d) it shall, and shall cause each Servicer to, (i) afford the Agent
or any representative of the Agent (who may be accompanied by agents or
representatives of the Insurer) access to all records relating to the
Receivables at any reasonable time during regular business hours, upon
reasonable prior notice, for purposes of inspection and shall, and (ii) permit
the Agent or the Trustee or any representative of the Agent (who may be
accompanied by agents or representatives of the Insurer) to visit any of its
offices or properties during regular business hours and as often as may
reasonably be requested, subject to its normal security and confidentiality
requirements, to discuss the business, operations, properties, financial and
other conditions of the Company or the Master Servicer with its officers and
employees and with its Independent Public Accountants; provided that the Agent
shall notify the Company or the Master Servicer, as the case may be, prior to
any contact with such accountants and shall give the Company or the Master
Servicer the opportunity to participate in such discussions; provided, further,
that, except as otherwise provided in Section 11.05 hereof and Section 8.05(b)
of the Agreement, any costs and expenses incurred in connection with any such
examination or visit, including without limitation any costs incurred in
respect of fees of Independent Public Accountants, shall be solely the
obligation of the party or parties making such examination; and
(e) it shall not waive the provisions of Sections 7.01(d), (e)(i),
(g), (i) or (j) or Sections 2.06 or 9.02 of the Receivables Sale Agreement
without the consent of Holders of not less than 50% of the Series 2000-1
Adjusted Invested Amount.
SECTION 8.03. Negative Covenants of the Company; Covenants of the
Master Servicer.
(a) The Company shall not make any Restricted Payment while Series
2000-1 is an Outstanding Series, unless such Restricted Payment is made (i)
from amounts distributed to the Company (x) in respect of the Exchangeable
Company
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Interest; provided that on the date any such Restricted Payment is made, the
Company is in compliance with its payment obligations under Section 2.05 of the
Agreement or (y) pursuant to Section 3.03(b); (ii) in compliance with all terms
of the Transaction Documents, including the Company's covenant as to net worth
set forth in Section 2.07(m) of the Agreement and (iii) in accordance with all
corporate and legal formalities applicable to the Company; provided that no
Restricted Payment shall be made if an Early Amortization Event has occurred
and is continuing (or would occur as a result of making such Restricted
Payment).
(b) The Company shall not issue any Investor Certificates at any time
after the Issuance Date without the prior written consent of the Agent.
(c) The Master Servicer hereby agrees that it shall observe each and
all of its covenants (both affirmative and negative) contained in each Pooling
and Servicing Agreement in all material respects and that it shall:
(i) Provide to the Agent and the Insurer, simultaneously with
delivery to the Trustee or the Rating Agencies, all reports, notices,
certificates, statements and other documents required to be delivered to
the Trustee or the Rating Agencies pursuant to the Agreement, the
Servicing Agreement and the other Transaction Documents and furnish to the
Agent and the Insurer promptly after receipt thereof a copy of each
material notice, material demand or other material communication
(excluding routine communications) received by or on behalf of the Company
or the Master Servicer with respect to the Transaction Documents; and
(ii) Provide notice to the Agent and the Insurer of the appointment
of a Successor Master Servicer or a Successor Servicer pursuant to Section
6.02 of the Servicing Agreement.
(d) The Master Servicer will not permit any of the following:
(i) the ratio of (x) Consolidated EBITDA for any period of four
consecutive Fiscal Periods to (y) Consolidated Interest Charges for such
period to be less than 2.5 to 1.0; provided that, for purposes of
calculating the preceding ratio the contribution of any Subsidiary of the
Master Servicer acquired (to the extent the acquisition is treated for
accounting purposes as a purchase) during those four Fiscal Periods to
Consolidated EBITDA shall be calculated on a pro forma basis as if it had
been a Subsidiary of the Master Servicer during all of those four Fiscal
Periods.
(ii) The Consolidated Tangible Net Worth at the end of any Fiscal
Period to be less than the sum of (x) $875,000,000, plus (y) 50% of
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Consolidated Net Income (without taking into account any losses incurred in any
Fiscal Year) for each Fiscal Year ended on or after December 30, 2000.
For purposes of the foregoing Section 8.3(d), the capitalized terms
not previously defined shall have the following meanings:
"Capitalized Lease Liabilities" of any Person means, at any time, any
obligation of such Person at such time to pay rent or other amounts under a
lease of (or other agreement conveying the right to use) real and/or personal
property, which obligation is, or in accordance with GAAP (including FASB
Statement 13) is required to be, classified and accounted for as a capital
lease on a balance sheet of such Person at the time incurred; and for purposes
of this Agreement the amount of such obligation shall be the capitalized amount
thereof determined in accordance with such FASB Statement 13.
"Consolidated Assets" means, at any date, the total assets of the
Master Servicer and its Consolidated Subsidiaries as at such date in accordance
with GAAP.
"Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period adjusted by adding thereto the amount of Consolidated Interest
Charges that were deducted in arriving at Consolidated Net Income for such
period and all amortization of intangibles, taxes, depreciation and any other
non-cash charges that were deducted in arriving at Consolidated Net Income for
such period.
"Consolidated Interest Charges" means, with respect to any period, the
sum (without duplication) of the following (in each case, eliminating all
offsetting debits and credits between the Master Servicer and its Subsidiaries
and all other items required to be eliminated in the course of the preparation
of consolidated financial statements of the Master Servicer and its
Subsidiaries in accordance with GAAP):
(a) aggregate net interest expense in respect of Indebtedness of the
Master Servicer and its Subsidiaries (including imputed interest on
Capitalized Lease Liabilities) deducted in determining Consolidated Net
Income for such period plus, to the extent not deducted in determining
Consolidated Net Income for such period, the amount of all interest
previously capitalized or deferred that was amortized during such period,
and
(b) all debt discount and expense amortized or required to be
amortized in the determination of Consolidated Net Income for such period,
and
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(c) all attributable interest and fees in lieu of interest associated
with any securitizations by the Master Servicer or any of its
Subsidiaries.
"Consolidated Liabilities" means, at any date, the sum of all
obligations of the Master Servicer and its Consolidated Subsidiaries as at such
date in accordance with GAAP.
"Consolidated Net Income" means, for any period, the consolidated net
income of the Master Servicer and its Consolidated Subsidiaries as reflected on
a statement of income of the Master Servicer and its Consolidated Subsidiaries
for such period in accordance with GAAP.
"Consolidated Stockholders' Equity" means, at any date:
(a) Consolidated Assets as at such date,
less
(b) Consolidated Liabilities as at such date.
"Consolidated Subsidiary" means any Subsidiary whose financial
statements are required in accordance with GAAP to be consolidated with the
consolidated financial statements delivered by the Master Servicer from time to
time in accordance with Section 4.11 of the Servicing Agreement.
"Consolidated Tangible Net Worth" means, at any date:
(a) Consolidated Stockholders' Equity as at such date plus the
accumulated after-tax amount of non-cash charges and adjustments to income and
Consolidated Stockholders' Equity attributable to employee stock options and
stock purchases through such date,
less
(b) goodwill and other Intangible Assets of the Master Servicer and
its Consolidated Subsidiaries.
"Fiscal Period" means a fiscal period of the Master Servicer or any of
its Subsidiaries, which shall be either a calendar quarter or an aggregate
period comprised of three (3) consecutive periods of four (4) weeks and five
(5) weeks (or, on occasion, six (6) weeks instead of five), currently
commencing on or about each January 1, April 1, July 1 or October 1.
"Fiscal Year" means, with respect to any Person, the fiscal year of
such Person. The term Fiscal Year, when used without reference to any Person,
shall
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mean a Fiscal Year of the Master Servicer, which currently ends on the
Saturday nearest December 31.
"GAAP" means U.S. generally accepted accounting principles as of the
date hereof provided however, that if, after the date hereof, there shall be
any change in the Master Servicer's Fiscal Year or GAAP (whether such
modification is adopted or imposed by the Federal Accounting Standards Board,
the American Institute of Certified Public Accountants or any other
professional body) which changes result in a change in the method of
calculation of financial covenants set forth in this Section 8.03(d), the
parties hereto agree to promptly enter into negotiations in order to amend such
financial covenants so as to reflect equitably such changes, with the desired
result that the evaluations of the Master Servicer's financial condition shall
be the same after such changes as if such changes had not been made; provided,
further, that until the parties hereto have reached a definitive agreement on
such amendments, the Master Servicer's financial condition shall continue to be
evaluated on the same principles as those in effect on the date hereof.
"Intangible Assets" means, with respect to any Person, that portion of
the book value of the assets of such Person which would be treated as
intangibles under GAAP, including all items such as goodwill, trademarks, trade
names, brands, trade secrets, customer lists, copyrights, patents, licenses,
franchise conversion rights and rights with respect to any of the foregoing and
all unamortized debt or equity discount and expenses.
"Subsidiary" means, with respect to any Person, any corporation,
company, partnership or other entity of which more than fifty percent (50%) of
the outstanding shares or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors of, or
other persons performing similar functions for, such corporation, company,
partnership or other entity (irrespective of whether at the time shares or
other ownership interests of any other class or classes of such corporation,
company, partnership or other entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
such Person, by such Person and one or more Subsidiaries of such Person, or by
one or more Subsidiaries of such Person.
SECTION 8.04. Obligations Unaffected. The obligations of the Company
and the Master Servicer to the Agent, the Insurer, the Purchasers and the
Liquidity Banks under this Supplement shall not be affected by reason of any
invalidity, illegality or irregularity of any of the Receivables or any sale of
any of the Receivables.
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SECTION 8.05. Representations and Warranties of the Initial Purchaser
and the Liquidity Banks. Each Initial Purchaser and each Liquidity Bank
represents, warrants and covenants to the Company and the Master Servicer, as
of the Issuance Date (or, in the case of each Liquidity Bank, as of the date
such Liquidity Bank becomes a Purchaser), that:
(a) It acknowledges that the VFC Certificates (and related VFC
Beneficial Interests) have not been and will not be registered under the
Securities Act and are being initially offered and sold in reliance upon the
exemption provided in Section 4(2) of the Securities Act, and have not and will
not be registered or qualified under the securities or "blue sky" laws of any
jurisdiction, and may not be resold or otherwise transferred unless so
registered or qualified or unless any exemption from such requirements is
available.
(b) It is purchasing the VFC Certificates and/or VFC Beneficial
Interests in the ordinary course of its business and for investment only solely
for its own account or accounts for which it exercises sole investment
discretion and not as nominee or agent for any other Person and not with a view
to, or for offer or sale in connection with, any distribution thereof (within
the meaning of the Securities Act) that would be in violation of the securities
laws of the United States of America or any state thereof.
(c) It is (i) an institutional investor that is an "Accredited
Investor" (as defined under Rule 501(a)(1), (2), (3) or (7), of the Securities
Act) or, if the VFC Certificates and/or the VFC Beneficial Interests are to be
purchased for one or more institutional accounts ("investor accounts") for
which it is acting as a fiduciary or agent, each such investor account is an
institutional investor that is an Accredited Investor and (ii) a corporation or
a banking association duly organized and validly existing under the laws of its
jurisdiction of incorporation or organization and has all corporate power to
perform its obligations hereunder and under the Liquidity Agreement.
(d) It invests in or has such knowledge and experience in business and
financial matters and with respect to investments in securities so as to enable
it to understand and evaluate the risks of such investments and form an
investment decision with respect thereto and is able to bear the risk of such
investment for an indefinite period.
(e) It has been afforded access to information (including the
financial condition) about the Company and the Sellers to enable it to evaluate
its investment in the VFC Certificates and/or the VFC Beneficial Interests (the
"Information") and acknowledges that it has been afforded the opportunity (i)
to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company, the Sellers or Persons acting on their
behalf
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concerning the terms and conditions of the offering of the VFC Certificates
and/or the VFC Beneficial Interests and the merits and risks of investing in
the VFC Certificates and/or the VFC Beneficial Interests, (ii) to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to verify the accuracy and
completeness of the Information and (iii) to review, if applicable, the filings
of Xxxxxx Micro Inc. with the Securities and Exchange Commission and all of the
public disclosure of Xxxxxx Micro Inc.
(f) It acknowledges that it is the expressed intent of the Company
that the VFC Certificates and related VFC Beneficial Interests are being issued
only in transactions not involving any public offering within the meaning of
the Securities Act and that the VFC Certificates and, if certificated, the VFC
Beneficial Interests will bear a legend substantially as set forth in the form
of the VFC Certificate Interests included in this Supplement and will be
subject to certain limitations on transfer and exchange specified in the
Agreement, this Supplement and the other Transaction Documents.
(g) The execution, delivery and performance of the Liquidity Agreement
and this Supplement are within its corporate powers, have been duly authorized
by all necessary corporate action, do not contravene or violate (i) its
certificate or articles of incorporation or association or by-laws, (ii) any
law, rule or regulation applicable to it, (iii) any restrictions under any
agreement, contract or instrument to which it is a party or any of its property
is bound, or (iv) any order, writ, judgment, award, injunction or decree
binding on or affecting it or its property and do not result in the creation or
imposition of any adverse claim on its assets, which contravention or violation
in any of the foregoing cases could have a material adverse effect on its
financial condition or its ability to perform its obligations hereunder.
(h) The Liquidity Agreement and this Supplement constitute its legal,
valid and binding obligations enforceable against it in accordance with their
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to limiting
creditors' rights generally and by equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(i) The Liquidity Agreement and this Supplement have been duly
authorized, executed and delivered by it.
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(j) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by it of this Agreement that has
not otherwise been obtained.
ARTICLE IX
Conditions Precedent
SECTION 9.01. Conditions Precedent to Effectiveness of Supplement.
This Supplement will become effective on the date (the "Effective Date") on
which the following conditions precedent have been satisfied:
(a) Transaction Documents. The Agent shall have received an original
copy for itself and photocopies for each Purchaser, each executed and delivered
in form and substance satisfactory to the Agent, of (i) the Agreement executed
by a duly authorized officer of each of the Company, the Master Servicer and
the Trustee, (ii) this Supplement executed by a duly authorized officer or
authorized representative of each of the Company, the Master Servicer, the
Trustee, the Agent, the Initial Purchaser and the Liquidity Banks and (iii) the
other Transaction Documents duly executed by the parties thereto.
(b) Corporate Documents; Corporate Proceedings of the Company, the
Seller and the Master Servicer. The Agent shall have received, with a copy for
each Purchaser, from the Company, the Seller and the Master Servicer, complete
copies of:
(i) a copy of the certificate of incorporation including all
amendments thereto, of such Person, certified as of a recent date by the
Secretary of State or other appropriate authority of the state of
incorporation, as the case may be, and a certificate of compliance, of
status or of good standing, as and to the extent applicable, of each such
Person as of a recent date, from the Secretary of State or other
appropriate authority of such jurisdiction;
(ii) a certificate of the Secretary or Assistant Secretary of such
Person dated the Effective Date and certifying (A) that attached thereto
is a true and complete copy of the By-laws of such Person in effect as of
the Effective Date, (B) that attached thereto is a true and complete copy
of the resolutions of the Board of Directors of such Person or committees
thereof authorizing the execution, delivery and performance of the
transactions contemplated by the Transaction Documents, and that such
resolutions have not been amended, modified, revoked or rescinded and are
in full force and effect on the Effective Date, (C) that the certificate
of incorporation of such Person has not been amended since the last
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amendment thereto shown on the certificate of the Secretary of State of
the state of incorporation of such Person furnished pursuant to clause (i)
above and (D) as to the incumbency and specimen signature of each officer
executing any Transaction Documents or any other document delivered in
connection herewith or therewith on behalf of such Person; and
(iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to clause (ii) above.
(c) Good Standing Certificates. The Agent shall have received copies
of certificates of compliance, of status or of good standing, dated as of a
recent date from the Secretary of State or other appropriate authority of such
jurisdiction, with respect to such Person in each State where the ownership,
lease or operation of property or the conduct of business requires it to
qualify as a foreign corporation, except where the failure to so qualify would
not reasonably be expected to have a material adverse effect on the business,
operations, properties or condition (financial or otherwise) of such Person.
(d) Consents, Licenses, Approvals, Etc. The Agent shall have received,
with a photocopy for each Purchaser, certificates dated the Effective Date of
the President, Vice Chairman, Chief Financial Officer or any Vice President or
the Treasurer of such Person either (i) attaching copies of all material
consents, licenses and approvals required in connection with the execution,
delivery and performance by such Person of the Agreement, this Supplement, the
Receivables Sale Agreement and/or the Servicing Agreement, as the case may be,
and the validity and enforceability of the Agreement, this Supplement, the
Receivables Sale Agreement and/or the Servicing Agreement against such Person
and such consents, licenses and approvals shall be in full force and effect or
(ii) stating that no such consents, licenses or approvals are so required,
except those that may be required under state securities or "blue sky" laws.
(e) Filings, Registrations and Recordings. Any documents (including,
without limitation, financing statements) required to be filed in order to (i)
perfect the sale of the Receivables by the Seller to the Company pursuant to
the Receivables Sale Agreement and (ii) create, in favor of the Trustee, a
perfected ownership/perfected first priority security interest in the Trust
Assets under the Agreement with respect to which an ownership/security interest
may be perfected by a filing under the UCC or other comparable statute shall,
in each case, have been properly prepared and executed for filing in each
office in each jurisdiction where required pursuant to the Agreement or the
Receivables Sale Agreement, as the case may be, and such filings are the only
filings required in order to perfect the sale of the Receivables to the Company
under the Receivables Sale
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Agreement or to the Trust under the Agreement, as the case may be, in the
jurisdiction listed therein. The Agent shall have received evidence reasonably
satisfactory to it of each such filing, registration or recordation made or to
be made and reasonably satisfactory evidence of the payment of any necessary
fee, tax or expense relating thereto.
(f) Lien Searches. The Agent and the Trustee shall have received the
results of a recent search satisfactory to the Agent of any UCC filings (or
equivalent filings) made with respect to the Company and the Seller (and with
respect to such other Persons as the Agent deems necessary) in the states (or
other jurisdictions) in which the chief executive office of the Company, the
Seller and each such other Person is located, any offices of the Company, the
Seller and each such other Person in which records have been kept relating to
the Receivables and the other jurisdictions in which UCC filings (or equivalent
filings) are to be made pursuant to the preceding subsection, together with
copies of the financing statements (or similar documents) disclosed by such
search, and accompanied by evidence satisfactory to the Agent that any Liens
disclosed by such search would be Permitted Liens or have been released.
(g) Legal Opinions. The Agent, the Insurer and the Trustee shall have
received, with a counterpart for each Purchaser, (i) opinions of counsel to the
Company and the Master Servicer, dated the Issuance Date, as to corporate, tax,
bankruptcy, perfection and other matters, in form and substance reasonably
acceptable to the Agent and its counsel and (ii) opinions of local counsel to
the Company and the Master Servicer, dated the Issuance Date, as to certain
perfection matters, in form and substance reasonably acceptable to the Agent
and its counsel.
(h) Fees. The Agent, the Initial Purchaser and the Trustee shall have
received payment of all fees and other amounts due and payable to any of them
on or before the Effective Date.
(i) Conditions Under the Receivables Sale Agreement. A Responsible
Officer of the Company shall have certified that all conditions to the
obligations of the Company and the Seller under the Receivables Sale Agreement
shall have been satisfied in all material respects.
(j) Copies of Written Policies. The Agent and the Trustee shall have
received copies of the written Policies of the Seller in form and substance
acceptable to the Agent.
(k) Company's Board of Directors. The composition of the Company's
Board of Directors (including one independent director) shall be reasonably
acceptable to the Agent.
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(l) Financial Statements. The Agent shall have received a pro forma
balance sheet for the Company for the fiscal year ended January 1, 2000 giving
effect to all transactions occurring on the Issuance Date. The Agent shall have
received the consolidated balance sheets and statements of income,
stockholders' equity and cash flows of Xxxxxx Micro Inc. and its subsidiaries
on a consolidated basis as of and for the fiscal year ended January 2, 1999,
audited by and accompanied by a copy of the opinion of Price Waterhouse Coopers
L.L.C., independent public accountants.
(m) Solvency Certificate. The Agent and the Trustee shall have
received a certificate dated the Effective Date and signed by a Responsible
Officer of the Company, in form satisfactory to the Agent, to the effect that
the Company will be solvent after giving effect to the transactions occurring
on the Issuance Date.
(n) Representations and Warranties. On the Issuance Date, the
representations and warranties of the Company and the Master Servicer in the
Agreement and this Supplement shall be true and correct in all material
respects.
(o) Additional Documents. The Agent shall have received such other
agreements, documents, instruments, certificates and opinions as it shall have
requested.
ARTICLE X
The Agent
SECTION 10.01. Appointment. Each Purchaser hereby irrevocably
designates and appoints the Agent as the agent of such Purchaser under this
Supplement and the other Transaction Documents and each such Purchaser
irrevocably authorizes the Agent, in such capacity, to take such action on its
behalf under the provisions of this Supplement and the other Transaction
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Agent by the terms of this Supplement and the other
Transaction Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Supplement or any other Transaction Document, the Agent shall not have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Supplement or otherwise exist against the Agent.
SECTION 10.02. Delegation of Duties. The Agent may execute any of its
duties under this Supplement or any other Transaction Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel (who
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may be counsel for the Initial Purchaser or any other Purchaser), independent
public accountants and other experts selected by it concerning all matters
pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.
SECTION 10.03. Exculpatory Provisions. Neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with the Agreement or this Supplement or
any other Transaction Document (x) with the consent or at the request of the
Majority Purchasers or (y) in the absence of its own gross negligence or
willful misconduct or (ii) responsible in any manner to any of the Purchasers
for any recitals, statements, representations or warranties made by the Company
or any officer thereof contained in this Supplement or any other Transaction
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agent under or in connection with, this
Supplement or any other Transaction Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Supplement or
any other Transaction Document or for any failure of the Company to perform its
obligations hereunder or thereunder. The Agent shall not be under any
obligation to any Purchaser to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Supplement or any other Transaction Document, or to inspect the properties,
books or records of the Company, the Master Servicer or any Servicer.
SECTION 10.04. Reliance by Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company, the Master Servicer or any Servicer),
independent accountants and other experts selected by the Agent and shall not
be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts. The Agent
may deem and treat the payee of a VFC Certificate as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Supplement or any other
Transaction Document unless it shall first receive such advice or concurrence
of the Majority Purchasers is it deems appropriate and it shall first be
indemnified to its satisfaction by the Purchasers against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Agent shall in all
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cases be fully protected in acting, or in refraining from acting, under this
Supplement and the other Transaction Documents in accordance with a request of
the Majority Purchasers, and such request and any action taken or failure to
act pursuant thereto shall be binding.
SECTION 10.05. Notice of Servicer Default or Early Amortization Event
or Potential Early Amortization Event. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Servicer Default with respect to
the Master Servicer or any Servicer or any Early Amortization Event or
Potential Early Amortization Event hereunder unless the Agent has received
written notice from a Purchaser, the Company, the Master Servicer or any
Servicer referring to the Agreement or this Supplement, describing such
Servicer Default or Early Amortization Event or Potential Early Amortization
Event and stating that such notice is a "notice of a Servicer Default with
respect to the Master Servicer or the Servicer" or a "notice of an Early
Amortization Event or Potential Early Amortization Event", as the case may be.
In the event that the Agent receives such a notice, the Agent shall give notice
thereof to the Purchasers, the Trustee, the Company and the Master Servicer.
The Agent shall take such action with respect to such Servicer Default or Early
Amortization Event or Potential Early Amortization Event as shall be reasonably
directed by the Majority Purchasers; provided that unless and until the Agent
shall have received such directions and indemnification satisfactory to the
Agent from the Purchasers, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Servicer
Default or Early Amortization Event or Potential Early Amortization Event as it
shall deem advisable in the best interests of the Purchasers.
SECTION 10.06. Non-Reliance on Agent and Other Purchasers. Each
Purchaser expressly acknowledges that neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the Agent
hereinafter taken, including any review of the affairs of the Company, shall be
deemed to constitute any representation or warranty by the Agent to any
Purchaser. Each Purchaser represents to the Agent that it has, independently
and without reliance upon the Agent or any other Purchaser, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Company and made its own decision
to enter into this supplement. Each Purchaser also represents that it will,
independently and without reliance upon the Agent or any other Purchaser, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Supplement and the other Transaction
Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and
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other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly required to be furnished to the
Purchasers by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Purchaser with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.
SECTION 10.07. Indemnification. Intentionally Omitted.
SECTION 10.08. Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Company, the Master Servicer, the Servicers or any of
their Affiliates as though the Agent were not the Agent hereunder. With respect
to any VFC Beneficial Interest held by the Agent, the Agent shall have the same
rights and powers under this Supplement and the other Transaction Documents as
any Purchaser and may exercise the same as though it were not the Agent, and
the terms "Purchaser" and "Purchasers" shall include the Agent in its
individual capacity.
SECTION 10.09. Successor Agent. The Agent may resign as Agent upon 10
days' notice to the Purchasers. If the Agent shall resign as Agent under this
Supplement, then the Majority Purchasers shall appoint from among the
Purchasers a successor agent for the Purchasers, which successor agent shall be
approved by the Company and the Master Servicer (which approval shall not be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Agent, and the term "Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any of the
parties to this Supplement. After any retiring Agent's resignation as Agent,
the provisions of this Article X shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Supplement.
Within a reasonable time after the appointment of a Successor Agent, the Master
Servicer shall provide written notice to the Trustee of such appointment.
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ARTICLE XI
Miscellaneous
SECTION 11.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 11.02. Governing Law. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT
OTHERWISE WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES), EXCEPT TO THE
EXTENT ISSUES OF PERFECTION ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.
SECTION 11.03. Further Assurances. Subject to the provisions of the
last sentence of Section 11.07(a) hereof, each of the Company, the Master
Servicer and the Trustee agrees, from time to time, to do and perform any and
all acts and to execute any and all further instruments required or reasonably
requested by the Agent or Majority Purchasers more fully to effect the purposes
of this Supplement and the sale of the VFC Certificates and the VFC Beneficial
Interests hereunder, including, without limitation, in the case of the Company
and the Master Servicer, the execution of any financing or registration
statements or similar documents or notices or continuation statements relating
to the Receivables and the other Trust Assets for filing or registration under
the provisions of the UCC or similar legislation of any applicable
jurisdiction, provided that, in the case of the Trustee, in furtherance and
without limiting the generality of Section 8.01(d) of the Agreement, the
Trustee shall have received reasonable assurance in writing of adequate
reimbursement and indemnity in connection with taking such action before the
Trustee shall be required to take any such action.
SECTION 11.04. Payments. Each payment to be made hereunder shall be
made on the required payment date in lawful money of the United States and in
immediately available funds, if to the Purchasers, at the office of the Agent
set forth below its signature hereto. On each Distribution Date, the Agent
shall remit in like funds to each Purchaser its applicable pro rata share
(based on each such Purchaser's Series 2000-1 Purchaser Invested Amount, except
to the extent that another method of allocation is otherwise specified herein)
of each such payment received by the Agent for the account of the Purchasers.
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SECTION 11.05. Costs and Expenses.
(a) The Company agrees to pay all reasonable fees and out-of-pocket
costs and expenses of the Agent and Redwood (including, without limitation,
reasonable fees and disbursements of counsel to the Agent and Redwood and the
reasonable costs and expenses of the Insurer) in connection with (i) the
preparation, execution and delivery of this Supplement, the Agreement, and the
other Transaction Documents and amendments or waivers of any such documents,
(ii) the enforcement by the Agent and Redwood of the obligations and
liabilities of the Company and the Master Servicer under the Agreement, this
Supplement or any related document and (iii) any restructuring or workout of
the Agreement, this Supplement or any related document; provided, however, that
any payments made by the Company pursuant to this Section shall be Company
Subordinated Obligations.
(b) (i) Prior to the occurrence and continuance of an Early
Amortization Event under the Agreement or this Supplement, the Company agrees
to pay reasonable fees, out-of-pocket costs and expenses incurred by
representatives of the Agent, the Insurer and Redwood, in an aggregate amount
not to exceed $25,000 in any calendar year, in connection with any inspection
of the Company's, the Master Servicer's and/or any Servicer's offices,
properties, books and records and/or any discussions with the officers,
employees and Independent Public Accountants of the Company, the Master
Servicer or any Servicer.
(ii) Following the occurrence and during the continuance of an Early
Amortization Event under the Agreement or this Supplement, the Company
agrees to pay reasonable fees and out-of-pocket costs and expenses of
representatives of the Agent, the Insurer and Redwood in connection with
any inspection of the Company's, the Master Servicer's and/or any
Servicer's offices, properties, books and records and any discussions with
the officers, employees and the Independent Public Accountants of the
Company, the Master Servicer or any Servicer. Any amounts owing by the
Company pursuant to this Section 11.05(b)(ii) shall be Company
Subordinated Obligations.
SECTION 11.06. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Trustee, the Agent or any
Purchaser, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies,
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powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.
SECTION 11.07. Amendments.
(a) Subject to subsection (c) of this Section 11.07, this Supplement
may be amended in writing from time to time by the Master Servicer, the Company
and the Trustee, with prior written notice to and written consent of the Agent,
but without the consent of any holder of any outstanding VFC Certificate or any
VFC Beneficial Interest, to cure any ambiguity, to correct or supplement any
provisions herein or therein which may be inconsistent with any other
provisions herein or therein or to add any other provisions to or changing in
any manner or eliminating any of the provisions with respect to matters or
questions raised under this Supplement which shall not be inconsistent with the
provisions of any Pooling and Servicing Agreement; provided, however, that such
action shall not, as evidenced by an Officer's Certificate of the Master
Servicer delivered to the Trustee upon which the Trustee may conclusively rely,
have a Material Adverse Effect, a Seller Material Adverse Effect, a Servicer
Material Adverse Effect or a Company Material Adverse Effect (but, to the
extent that the determination of whether such action would have a Material
Adverse Effect, a Seller Material Adverse Effect, a Servicer Material Adverse
Effect or a Company Material Adverse Effect requires a conclusion as to a
question of law, an Opinion of Counsel shall be delivered by the Master
Servicer to the Trustee in addition to such Officer's Certificate); provided,
further, that any amendment that is entered into to provide additional
Enhancement for any Outstanding Series, to conform to regulations issued by the
Internal Revenue Service or that would provide any additional rights or
benefits to Holders or not adversely affect the interests of any Holder shall
be deemed to have no Material Adverse Effect, a Seller Material Adverse Effect,
a Servicer Material Adverse Effect or Company Material Adverse Effect. The
Trustee may, but shall not be obligated to, enter into any such amendment
pursuant to this Section 11.07(a) or subsection (b) below that affects the
Trustee's rights, duties or immunities under any Pooling and Servicing
Agreement or otherwise.
(b) Subject to subsection (c) of this Section 11.07, this Supplement
may also be amended (other than in the circumstances referred to in subsection
(a) above) in writing from time to time by the Master Servicer, the Company and
the Trustee with the written consent of the Agent and the Majority Purchasers
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Supplement or of modifying in any
manner the rights of the VFC Certificateholders or owner of a VFC Beneficial
Interest; provided, however, that no such amendment shall, unless signed or
consented to in writing by all Purchasers, (i) extend the time for payment, or
reduce the amount, of any amount of money payable to or for the account of any
Purchaser under any
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provision of this Supplement, (ii) subject any Purchaser to any additional
obligation (including, without limitation, any change in the determination of
any amount payable by any Purchaser) or (iii) change the Aggregate Commitment
Amount or the number of Purchasers which shall be required for any action under
this subsection or any other provision of this Supplement.
(c) No such amendment shall be effective until the Rating Agency
Condition is satisfied.
(d) Prior to consenting to any amendment pursuant to this Section
11.07, the Trustee shall be entitled to obtain an Opinion of Counsel stating
that the amendment is authorized and permitted pursuant to this Supplement and
the Agreement.
SECTION 11.08. Severability. If any provision hereof is void or
unenforceable in any jurisdiction, such status shall not affect the validity or
enforceability of (i) such provision in any other jurisdiction or (ii) any
other provision hereof in such or any other jurisdiction.
SECTION 11.09. Notices. All notices, requests and demands to or upon
any party hereto to be effective shall be given (i) in the case of the Company,
the Master Servicer and the Trustee, in the manner set forth in Section 10.05
of the Agreement and (ii) in the case of the Agent, the Insurer, each Purchaser
and the Rating Agencies, in writing (including a confirmed transmission by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, (A) in the case of the Agent and each Purchaser, at their
respective addresses set forth below their names on Schedule 1 hereto, (B) in
the case of the Rating Agencies, at the addresses notified by such Rating
Agencies and (c) in the case of the Insurer, to 0 Xxxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, attention: Specialized Finance Group Head, facsimile (212)
208-3547; or to such other address as may be hereafter notified by the
respective parties hereto.
SECTION 11.10. Successors and Assigns. This Supplement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Neither the Company nor the Master Servicer
may assign, transfer, hypothecate or otherwise convey any of their respective
rights or obligations hereunder or interests herein without the express prior
written consent of the Purchasers, the Agent and the Trustee and unless the
Rating Agency Condition shall have been satisfied with respect to any such
assignment. Any such purported assignment, transfer, hypothecation or other
conveyance by the
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Company or the Master Servicer without the prior express written consent of the
Purchasers, the Agent and the Trustee shall be void. The Purchasers, the Agent,
the Liquidity Banks or the Agent may, at any time, assign any of its rights and
obligations hereunder or interests herein to an Eligible Assignee and any such
assignee may further assign at any time its rights and obligations hereunder or
interests herein (including any rights it may have in and to the Series 2000-1
Allocated Receivables Amount and any rights it may have to exercise remedies
hereunder), in each case without the consent of the Company or the Master
Servicer. The Company acknowledges and agrees that, upon any such assignment,
the assignee thereof may enforce directly, without joinder of the Purchasers,
all of the obligations of the Company hereunder.
SECTION 11.11. Counterparts. This Supplement may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement.
SECTION 11.12. Adjustments; Setoff.
(a) If any Purchaser (a "Benefitted Purchaser") shall at any time
receive in respect of its Series 2000-1 Purchaser Invested Amount any
distribution of principal, interest, Commitment Fees or other fees, or any
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by setoff, or otherwise) in a greater proportion
than any such distribution received by any other Purchaser, if any, in respect
of such other Purchaser's Series 2000-1 Purchaser Invested Amount, or interest
thereon, such Benefitted Purchaser shall purchase for cash from the other
Purchasers such portion of each such other Purchaser's interest in the VFC
Certificates, or shall provide such other Purchasers with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefitted Purchaser to share the excess payment or benefits of such collateral
or proceeds ratably with each of the Purchasers; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Purchaser, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest. The Company agrees that each Purchaser so purchasing a VFC Beneficial
Interest may exercise all rights of payment (including, without limitation,
rights of setoff) with respect to such portion as fully as if such Purchaser
were the direct holder of such portion.
(b) In addition to any rights and remedies of the Purchasers provided
by law, each Purchaser shall have the right, without prior notice to the
Company, any such notice being expressly waived by the Company to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Company hereunder or under the VFC Certificates to setoff and appropriate and
apply
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against any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Purchaser to or for the
credit or the account of the Company. Each Purchaser agrees promptly to notify
the Company and the Agent after any such setoff and application made by such
Purchaser; provided that the failure to give such notice shall not affect the
validity of such setoff and application.
SECTION 11.13. Limitation of Payments by Company. The Company's
obligations under Article VII hereof shall be limited to the funds available to
the Company which have been properly distributed to the Company pursuant to the
Agreement and any Supplement and neither the Agent nor any Purchaser shall have
any actionable claim against the Company for failure to satisfy such obligation
because it does not have funds available therefor from amounts properly
distributed.
SECTION 11.14. No Bankruptcy Petition.
(a) Each Purchaser and each Liquidity Bank hereby covenants and agrees
that, prior to the date which is one year and one day after the later of (i)
the last day of a Series 2000-1 Amortization Period commencing pursuant to
clause (i) of the definition thereof and (ii) the date on which all Investor
Certificates of each other Outstanding Series are repaid in full, it will not
institute against, or join any other Person in instituting against, the Company
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other similar proceedings under any Federal or state bankruptcy
or similar law.
(b) Each Purchaser, the Company, the Master Servicer, the Agent and
each Liquidity Bank hereby covenant and agree that prior to the date which is
one year and one day after the latest of (i) the last day of the Series 2000-1
Amortization Period and (ii) the date on which all Investor Certificates of
each other Outstanding Series are repaid in full, and (iii) the date on which
all Outstanding Commercial Paper of Redwood is paid in full, it will not
institute against, or join any other Person in instituting against, Redwood any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other similar proceedings under any Federal or state bankruptcy or similar
law.
(c) The provisions of this Section 11.14 shall survive termination of
this Agreement.
SECTION 11.15. Limitation on Addition and Termination of Sellers.
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(a) Notwithstanding anything to the contrary contained in the
Receivables Sale Agreement or the Agreement, the Company shall not consent to
the addition of a Seller thereunder unless each of the following conditions
shall have been satisfied.
(i) Each of the conditions set forth in Section 3.05 of the
Receivables Sale Agreement shall have been satisfied and the Trustee shall
have received evidence in the form of an appropriate Officer's Certificate
as to that fact.
(ii) The Company, the Trustee and the Agent shall have received
evidence that the Rating Agency Condition shall have been satisfied with
respect to the addition of such Seller; provided that satisfaction of the
Rating Agency Condition (and such receipt of evidence thereof) shall not
be required with respect to the addition of up to three additional Sellers
during any calendar year, each of which meets the following criteria: (x)
such proposed additional Seller is, in the judgment of the Company as
certified by the Company to the Trustee in an Officer's Certificate, in
the same line of business as the existing Sellers as of the related Seller
Addition Date (as defined in the Receivables Sale Agreement), and (y) as
of the Seller Addition Date, immediately prior to giving effect to such
addition, the ratio (as determined by the Company and expressed as a
percentage) of (I) the aggregate Principal Amount of what would constitute
all Eligible Receivables of the proposed additional Seller if it were a
Seller at the end of the Business Date immediately preceding the Seller
Addition Date minus the amount which would constitute the
Overconcentration Amount applicable to such Receivables on the Seller
Addition Date if the proposed additional Seller were a Seller to (II) the
Aggregate Receivables Amount on the Seller Addition Date (before giving
effect to such addition), is less than five percent.
(iii) The Company, the Trustee and the Agent shall have received a
certificate prepared by a Responsible Officer of the Master Servicer
certifying that after giving effect to the addition of such Seller, the
Aggregate Allocated Receivables Amount shall equal or exceed the Aggregate
Target Receivables Amount on the related Seller Addition Date and setting
forth a re-calculation of the Series 2000-1 Required Subordinated Amount
(including Receivables originated by the additional Seller(s)).
(b) Notwithstanding anything to the contrary contained in the
Receivables Sale Agreement, the Company shall not consent to any request made
pursuant to Section 9.14(b) thereof, nor shall any Seller which is the subject
of such request be terminated under the Receivables Sale Agreement, in each
case
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unless (i) no Early Amortization Event, Potential Early Amortization Event or
Potential Purchase Termination Event (as defined in the Receivables Sale
Agreement) (other than with respect to the Seller to be so terminated) has
occurred and is continuing (both before and after giving effect to such
termination) and (ii) the Trustee shall have received prior written notice of
such termination (which notice shall be accompanied by a pro forma Daily Report
confirming that the Aggregate Allocated Receivables Amount equals or exceeds
the Aggregate Target Receivables Amount, each calculated after giving effect to
such termination and excluding all Receivables originated by the Seller to be
terminated).
(c) Upon the termination of a Seller pursuant to Section 9.14(b) of
the Receivables Sale Agreement and the foregoing subsection (b) calculation
(including, without limitation, for purposes of the pro forma calculations
pursuant to subsection (b) above) of the Aggregate Target Receivables Amount,
the Aggregate Allocated Receivables Amount, the Series 2000-1 Required
Subordinated Amount and all other amounts from which each such amount is
directly or indirectly derived shall exclude in each case the Receivables
originated by such terminated Seller.
SECTION 11.16. Third-Party Beneficiaries. The Insurer shall be a
third-party beneficiary of this Supplement entitled to enforce the provisions
hereof as if party hereto.
SECTION 11.17. Subordination Agreement.
(a) Irrespective of the time, order or method of payment and
irrespective of anything else contained in this or any other document or
agreement other than in this Section 11.17, so long as any VFC Certificate
remains outstanding, the Company agrees that any and all rights of the Company
of any kind in the Trust Assets (other than any rights of the Company in the
Trust Assets with respect to the Exchangeable Company Interest), including
without limitation any right to receive any distribution pursuant to the terms
of this Supplement (other than any right of the Company to receive any
distribution with respect to the Exchangeable Company Interest) (collectively,
the "Junior Claims"), are and shall be expressly subordinate and junior in
right and time of payment to the interests of the VFC Certificateholders and
the holder of the Exchangeable Company Interest in the Trust Assets (any such
holder of an Exchangeable Company Interest, but only to the extent of such
holder's Exchangeable Company Interest, an "ECI Holder"), including but not
limited to the right of the VFC Certificateholders and the ECI Holders to
receive distributions pursuant to the terms of this Supplement and all other
Indebtedness, obligations and liabilities of the Company to any VFC
Certificateholder and any ECI Holder, whether now existing or hereafter
incurred or created, under or with respect to the VFC
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Certificates and the Exchangeable Company Interest (all of the foregoing,
collectively, the "Senior Claims"). Each holder of any Junior Claim (or
any instrument evidencing the same) (each such holder, but only to the
extent of its interest in any Junior Claim, a "Junior Claimant") by
acceptance thereof waives any and all notice of the creation or accrual of
any such Senior Claim and notice of proof of reliance upon these
subordination provisions by any holder of any Senior Claim. Any such
Senior Claim shall conclusively be deemed to have been created, contracted
or incurred in reliance upon these subordination provisions and all
dealings between the Company and any holders of any such Senior Claims
(including the Company as an ECI Holder) so arising shall be deemed to
have been consummated in reliance upon these subordination provisions. The
provisions of this Section 11.17 are and are intended to be solely for the
purpose of defining the relative rights of the Junior Claimants, on the
one hand, and the holders of any Senior Claims, on the other hand.
(b) In the event of any Insolvency Event:
(i) All Senior Claims shall first be Indefeasibly Paid, or such
payment shall have been provided for in a manner satisfactory to all of
the holders of Senior Claims, before any payment or distribution, whether
in cash, securities or other property, shall be made to any Junior
Claimant on account of such Junior Claim.
(ii) Any payment or distribution of any kind or character, whether in
cash, securities or other property that would otherwise (but for these
subordination provisions) be payable or deliverable with respect to any
Junior Claim shall be paid or delivered directly to the holders of Senior
Claims (or to a banking institution selected by the court or other Person
making the payment or delivery or designated by any holder of any Senior
Claim) for application in payment of the Senior Claims in accordance with
the priorities then existing among such holders until all Senior Claims
shall have been Indefeasibly Paid, or such payment shall have been
provided for in a manner satisfactory to all of the holders of Senior
Claims.
As used in this Section 11.17, the term "Indefeasibly Paid" means, with respect
to the making of any payment on or with respect to any Senior Claim, a payment
of such Senior Claim in full that is not subject to avoidance under Section 547
of the Bankruptcy Code.
(c) Turnover of Improper Payments. If any payment or distribution of
any character or any security, whether in cash, securities or other property
shall be received by any Junior Claimant in contravention of any of the terms
hereof and before all the Senior Claims shall have been Indefeasibly Paid or
such payment
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shall have been provided for in a manner satisfactory to all of the holders of
Senior Claims, such payment or distribution or security shall be received in
trust for the benefit of, and shall be paid over or delivered and transferred
to, the holders of the Senior Claims at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Claims remaining unpaid, to the extent necessary to pay all such
Senior Claims in full. In the event of the failure of any Junior Claimant to
endorse or assign any such payment, distribution or security, the Agent is
hereby irrevocably authorized to endorse or assign the same.
(d) No Prejudice or Impairment. The rights under these subordination
provisions of the holders of any Senior Claims as against any Junior Claimant
shall, to the fullest extent permitted by applicable law, remain in full force
and effect without regard to, and shall not be impaired or affected by (i) any
act or failure to act on the part of the Company; or (ii) any extension or
indulgence with respect to any payment or prepayment of any Senior Claim or any
part thereof or with respect to any other amount payable to any holder of any
Senior Claim; or (iii) any amendment, modification or waiver of, or addition or
supplement to, or deletion from, or compromise, release, consent or other
action with respect to, any of the terms of any Senior Claim, the Agreement,
this Supplement or any other agreement that may be made relating to any Senior
Claim; or (iv) any exercise or non-exercise by the holder of any Senior Claim
of any right, power, privilege or remedy under or with respect to such Senior
Claim, the Agreement, this Supplement or any waiver of any such right, power,
privilege or remedy or of any default with respect to such Senior Claim, the
Agreement or this Supplement, or any receipt by the holder of any Senior Claim
of any security, or any failure by such holders to perfect a security interest
in, or any release by such holder of, any security for the payment of such
Senior Claim; or (v) any merger or consolidation of the Company or any of its
Subsidiaries into or with any other Person, or any sale, lease or transfer of
any or all of the assets of the Company or any of its Subsidiaries to any other
Person; or (vi) absence of any notice to, or knowledge by, any Junior Claimant
of the existence or occurrence of any of the matters or events set forth in the
foregoing clauses (i) through (v); or (vii) any other circumstance. The terms
and conditions of this Section 11.17 shall not be modified or amended without
the express written consent of the Certificateholders of at least 50% of the
Invested Amount of each Outstanding Series of VFC Certificates and, if any such
amendment would adversely affect the interests of an ECI Holder, without the
written consent of the ECI Holder or Holders.
(e) The obligations of the Junior Claimants under these subordination
provisions shall continue to be effective, or be reinstated, as the case may
be, if at any time any payment with respect to any Senior Claim, or any other
payment to any holder of any Senior Claim in its capacity as such, is rescinded
or must otherwise be restored or returned by the holder of such Senior Claim
upon the
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occurrence of any Insolvency Event, or upon or as a result of the appointment
of a receiver, intervenor or conservator of, or trustee or similar officer for,
the Company or any substantial part of its property, or otherwise, all as
though such payment had not been made.
(f) No Junior Claimant shall have any subrogation or other rights as
the holder of a Senior Claim, and each Junior Claimant hereby waives all such
rights of subrogation and all rights of reimbursement or indemnity whatsoever
and all rights of recourse to any security for any Senior Claim, until such
time as all the Senior Claims shall be Indefeasibly Paid or such payment shall
have been provided for in a manner satisfactory to all of the holders of Senior
Claims and all of the obligations of the Company under the Senior Claims, the
Agreement and this Supplement shall have been duly performed. From and after
the time at which all Senior Claims have been Indefeasibly Paid or such payment
shall have been provided for in a manner satisfactory to all of the holders of
Senior Claims, the Junior Claimants shall be subrogated to all rights of any
holders of Senior Claims to receive any further payments or distributions
applicable to the Senior Claims until the Junior Claims shall have been paid in
full or such payment shall have been provided for in a manner satisfactory to
the majority in amount of the Junior Claimants, and for the purposes of such
subrogation, no payment or distribution received by the holders of Senior
Claims of cash, securities or other property to which the Junior Claimants
would have been entitled except for these subordination provisions shall, as
between the Company and its creditors other than the holders of Senior Claims,
on the one hand, and the Junior Claimants, on the other, be deemed to be a
payment or distribution by the Company to or on account of the Senior Claims.
(g) Each Certificate or other instrumentality evidencing any Junior
Claim shall contain the following legend conspicuously noted on the face
thereof: "THIS [NAME OF INSTRUMENT] IS SUBJECT TO THE SUBORDINATION PROVISIONS
SET FORTH IN SECTION 11.17 OF THE SERIES 2000-1 SUPPLEMENT AMONG XXXXXX FUNDING
INC., XXXXXX MICRO INC., AS MASTER SERVICER, REDWOOD RECEIVABLES CORPORATION,
THE LIQUIDITY BANKS PARTY THERETO, GENERAL ELECTRIC CAPITAL CORPORATION, AS
AGENT, AND THE CHASE MANHATTAN BANK, AS TRUSTEE, DATED AS OF MARCH 8, 2000" and
shall specifically state that a copy of these subordination provisions (to the
extent not expressly stated in such instrument) is on file with the Company and
is available for inspection at the Company's offices.
SECTION 11.18. Information With Respect to the Receivables.
(a) The Master Servicer agrees, on behalf of each Seller, with respect
to the Receivables and any other similar receivables originated by such Seller
that
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it will, after the Effective Date upon the written request of the Agent, which
request, in the absence of the occurrence and continuance of an Early
Amortization Event, shall not be delivered more often than annually and shall
be solely at the expense and cost (including the costs of the Master Servicer
and Seller's employees in complying with such request) of the party or parties
making such request, deliver or transmit or cause to be delivered or
transmitted to the Company a computer tape, diskette or data transmission
containing at least the information specified in Section 2.01(e) of the
Agreement as to all such Receivables, as of a date no later than the Cut-Off
Date or Subsequent Cut-Off Date, as applicable.
(b) The Company agrees, after the Effective Date upon the request of
the Agent, which request, in the absence of the occurrence and continuance of an
Early Amortization Event, shall not be delivered more often than annually and
shall be solely at the expense and cost (including costs of the Company's
employees in complying with such request) of the party or parties on whose
behalf the Agent makes such request, to deliver or transmit or cause to be
delivered or transmitted to the Trustee computer tapes, diskettes or data
transmission containing a true and complete list of all Receivables, transferred
to the Trust specifying for each Receivable, as of the Cut-Off Date or any
Subsequent Cut-Off Date as applicable, at least (i) the name of the Obligor and
(ii) the aggregate Principal Amount of the Receivables, owing by such Obligor.
ARTICLE XII
Final Distributions
SECTION 12.01. Certain Distributions.
(a) Not later than 2:00 p.m., New York City time, on the Distribution
Date following the date on which the proceeds from the disposition of the
Receivables pursuant to Section 7.02(b) of the Agreement are deposited into the
Series 2000-1 Non-Principal Collection Sub-subaccount and the Series 2000-1
Principal Collection Sub-subaccount, the Trustee shall distribute such amounts
pursuant to Article III of this Supplement.
(b) Notwithstanding anything to the contrary in this Supplement or the
Agreement, any distribution made pursuant to this Section 12.01 shall be deemed
to be a final distribution pursuant to Section 9.03 of the Agreement with
respect to the VFC Certificates.
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IN WITNESS WHEREOF, the Company, the Master Servicer, the Trustee, the
Agent and the Initial Purchaser have caused this Series 2000-1 Supplement to be
duly executed by their respective officers as of the day and year first above
written.
XXXXXX FUNDING INC.
By: /s/ P. Xxxx Xxxxxxxx
-------------------------------
Title: Attorney-in-Fact
XXXXXX MICRO INC., as Master Servicer
By: /s/ P. Xxxx Xxxxxxxx
--------------------------------
Title: Senior Director & Worldwide
Assistant Treasurer
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Title: Duly Authorized Signatory
Signature Page 1
to
Series 2000-1 Supplement
84
REDWOOD RECEIVABLES CORPORATION,
as an Initial Purchaser
By: /s/ Xxxxxx Xxxxx
-------------------------------
Title: Assistant Secretary
GENERAL ELECTRIC CAPITAL CORPORATION,
as sole Liquidity Bank
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Title: Duly Authorized Signatory
Signature Page 2
to
Series 2000-1 Supplement
85
EXHIBIT A
TO
SERIES 2000-1 SUPPLEMENT
FORM OF VFC CERTIFICATE, SERIES 2000-1
REGISTERED UP TO $.00 SERIES
NO. VFC-[ ] 2000-1 PURCHASER INVESTED AMOUNT*
(OF UP TO $ 700,000,000.00 SERIES 2000-1
PURCHASER INVESTED AMOUNT ISSUED)
*THE SERIES 2000-1 PURCHASER INVESTED AMOUNT OF THIS VFC CERTIFICATE IS
SUBJECT TO CHANGE AS DESCRIBED HEREIN.
THIS VFC CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "SECURITIES ACT"). NEITHER THIS VFC CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS.
THIS VFC CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS
OF THE POOLING AGREEMENT AND SUPPLEMENT REFERRED TO HEREIN.
This VFC Certificate evidences a fractional undivided interest in the
assets of the
XXXXXX MICRO MASTER TRUST
the corpus of which consists of receivables representing amounts payable for
goods or services, which receivables have been purchased by Xxxxxx Funding Inc.,
a Delaware corporation, which in turn transferred and assigned such receivables
to the Xxxxxx Micro Master Trust.
(Not an interest in or recourse obligation of
Xxxxxx Micro Inc., Xxxxxx Funding Inc.
or any of their respective Affiliates)
This certifies that
[NAME OF CERTIFICATEHOLDER]
(the "VFC Certificateholder") is the registered owner of a fractional undivided
interest in the assets of Xxxxxx Micro Master Trust (the "Trust") originally
created pursuant to the Pooling and Servicing Agreement, dated as of February
12, 1993 (as amended and restated on March 8, 2000,
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86
and as the same may from time to time be amended, restated, supplemented or
otherwise modified thereafter, the "Pooling Agreement"), by and among Xxxxxx
Funding Inc., a Delaware corporation (the "Company"), Xxxxxx Micro Inc., a
Delaware corporation, as Master Servicer (the "Master Servicer"), and The Chase
Manhattan Bank, a New York banking corporation, not in its individual capacity
but solely as trustee (in such capacity, the "Trustee") for the Trust, as
supplemented by the Series 2000-1 Supplement, dated as of March 8, 2000 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Supplement", collectively, with the Pooling Agreement, the "Agreement"), by and
among the Company, the Master Servicer, the Trustee, General Electric Capital
Corporation, as agent (the "Agent"), Redwood Receivables Corporation, as initial
purchaser (the "Initial Purchaser"), the several financial institutions party
thereto, as liquidity banks (the "Liquidity Banks") and the Trustee. The corpus
of the Trust consists of receivables (the "Receivables") representing amounts
payable for goods or services and all other Trust Assets referred to in the
Agreement. Although a summary of certain provisions of the Agreement is set
forth below, this VFC Certificate does not purport to summarize the Agreement,
is qualified in its entirety by the terms and provisions of the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
may be requested by a holder hereof by writing to the Trustee at The Chase
Manhattan Bank, [450 X. 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention of Structured Finance Services]. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
This VFC Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the VFC
Certificateholder, by virtue of the acceptance hereof, assents and is bound.
The Master Servicer, the Company, each VFC Certificateholder and the
Trustee intend, for federal, state and local income and franchise tax purposes
only, that the VFC Certificates be evidence of indebtedness of the Company
secured by the Trust Assets and that the Trust not be characterized as an
association or publicly traded partnership taxable as a corporation. The VFC
Certificateholder, by the acceptance hereof, agrees to treat the VFC
Certificates for federal, state and local income and franchise tax purposes as
indebtedness of the Company.
This VFC Certificate is the Investor Certificate entitled "Xxxxxx Micro
Trust, VFC Certificate, Series 2000-1" (the "VFC Certificate") representing a
fractional undivided interest in the Trust Assets, consisting of the right to
receive the distributions specified in the Supplement out of (i) the Series
2000-1 Invested Percentage (expressed as a decimal) of Collections received with
respect to the Receivables and all other funds on deposit in the Collection
Account and (ii) to the extent such interests appear in the Supplement, all
other funds on deposit in the Series 2000-1 Collection Subaccount and any
subaccounts thereof (collectively, the "VFC Certificateholder's Interest").
Concurrent with the issuance of the VFC Certificate, the Trust shall also issue
a Subordinated Company Interest to the Company representing a fractional
undivided interest in the Trust Assets, consisting of the right to receive the
distributions specified in the Supplement out of (i) the Series 2000-1 Invested
Percentage (expressed as a decimal) of Collections received with respect to the
Receivables and all other funds on deposit in the Collection Account and (ii) to
the extent such interests appear in the Supplement, all other funds
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87
on deposit in the Series 2000-1 Collection Subaccount and any subaccounts
thereof, in each case to the extent not required to be distributed to or for the
benefit of the VFC Certificateholder (the "Series 2000-1 Subordinated
Interest"). The Trust Assets are allocated in part to the VFC Certificateholder
and the holders of the Series 2000-1 Subordinated Interest with the remainder
allocated to the Investor Certificateholders and the holders of the Subordinated
Company Interests of other Series, if any, and to the Company. An Exchangeable
Company Interest representing the Company's interest in the Trust was issued to
the Company pursuant to the Pooling Agreement on March 8, 2000. The Exchangeable
Company Interest represents the interest in the Trust Assets not represented by
the Investor Certificates and the Subordinated Company Interests of each
Outstanding Series. The Exchangeable Company Interest may be decreased by the
Company pursuant to the Pooling Agreement in exchange for an increase in the
Invested Amount of a Class of Investor Certificates of an Outstanding Series and
an increase in the related Series Subordinated Company Interest, or one or more
newly issued Series of Investor Certificates and the related newly issued Series
Subordinated Company Interest, upon the conditions set forth in the Agreement.
Distributions with respect to this VFC Certificate shall be paid by the
Trustee in immediately available funds to the VFC Certificateholder at the
office of the Trustee set forth in the Agreement. Final payment of this VFC
Certificate shall be made only upon presentation and surrender of this VFC
Certificate at the office or agency specified in the notice of final
distribution delivered by the Trustee to the VFC Certificateholder in accordance
with the Agreement.
This VFC Certificate does not represent an obligation of, or an interest
in, the Company, the Master Servicer or any Affiliate of either of them.
The transfer of this VFC Certificate shall be registered in the
Certificate Register upon surrender of this VFC Certificate for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Trustee, the Transfer Agent and Registrar, the Company and the Master Servicer,
duly executed by the VFC Certificateholder or the VFC Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new VFC Certificates of authorized denominations and of
like aggregate Investor Certificateholders' Interests will be issued to the
designated transferee or transferees. In addition, the Trustee shall maintain at
one of its offices in the City of New York the Certificate Register for the
recordation of the names and addresses of the Purchasers, and the Commitment of,
and the principal amount of VFC Certificates issued to, each Purchaser.
The Company, the Trustee, the Master Servicer, the Transfer Agent and
Registrar, the Agent and any agent of any of them, may treat the person whose
name is recorded in the Certificate Register as a Purchaser for all purposes of
the Supplement, notwithstanding notice to the contrary (other than notice in
connection with an assignment effected or to be effected in accordance with
Section 11.10 of the Supplement).
It is expressly understood and agreed by the Company and the VFC
Certificateholder that (i) the Agreement is executed and delivered by the
Trustee, not individually or personally but solely as Trustee of the Trust, in
the exercise of the powers and
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88
authority conferred and vested in it, (ii) the representations, undertakings and
agreements made on the part of the Trust in the Agreement are made and intended
not as personal representations, undertakings and agreements by the Trustee, but
are made and intended for the purpose of binding only the Trust, (iii) nothing
herein contained shall be construed as creating any liability of the Trustee,
individually or personally, to perform any covenant either expressed or implied
made on the part of the Trust in the Agreement, all such liability, if any,
being expressly waived by the parties who are signatories to the Agreement and
by any Person claiming by, through or under such parties; provided, however, the
Trustee shall be liable in its individual capacity for its own willful
misconduct or gross negligence and for any tax assessed against the Trustee
based on or measured by any fees, commission or compensation received by it for
acting as Trustee and (iv) under no circumstances shall the Trustee be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under the Agreement.
The holder of this VFC Certificate is authorized to record the date and
amount of each increase and decrease in the Series 2000-1 Purchaser Invested
Amount with respect to such holder on the schedules annexed hereto and made a
part hereof and any such recordation shall constitute prima facie evidence of
the accuracy of the information so recorded, absent manifest error, provided
that the failure of the holder of this VFC Certificate to make such recordation
(or any error in such recordation) shall not affect the obligations of the
Company, the holder of the Series 2000-1 Subordinated Interest, the Master
Servicer or the Trustee under the Agreement.
This VFC Certificate shall be construed in accordance with and governed
by the laws of the State of New York without reference to any conflict of law
principles.
By acceptance of this VFC Certificate, the VFC Certificateholder hereby
agrees that, prior to the date which is one year and one day after the later of
(i) the last day of the Series 2000-1 Amortization Period (determined pursuant
to clause (i) of the definition thereof) and (ii) the date on which all Investor
Certificates of each other Outstanding Series are repaid in full, it will not
institute against, or join any other Person in instituting against, the Company
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state bankruptcy or
similar law.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this VFC Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
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89
IN WITNESS WHEREOF, the Company has caused this VFC Certificate to be
duly executed.
Dated: _____________, 2000
XXXXXX FUNDING INC.,
as authorized pursuant to Section
5.01 of the Pooling Agreement,
By:
---------------------------------
Name:
Title:
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90
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the VFC Certificates described in the within-mentioned
Agreement.
THE CHASE MANHATTAN BANK, not in
its individual capacity but solely
as Trustee,
By:
---------------------------------
Name:
Title:
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91
Schedule 1
to VFC Certificate
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Increase Decrease
in Series in Series
2000-1 2000-1 Series 2000-1
Purchaser Purchaser Purchaser
Invested Invested Invested Notation
Date Amount Amount Amount Made By
-------------------------------------------------------------------------------
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A-7
92
EXHIBIT B
TO
SERIES 2000-1 SUPPLEMENT
FORM OF COMMITMENT TRANSFER SUPPLEMENT
COMMITMENT TRANSFER SUPPLEMENT, dated as of _____________, 20__, among
__________ (the "Transferor"), each purchaser listed as an Acquiring Purchaser
on the signature pages hereof (each, an "Acquiring Purchaser"), GENERAL ELECTRIC
CAPITAL CORPORATION, as agent for the Purchasers (in such capacity, the "Agent")
and THE CHASE MANHATTAN BANK, as Trustee under the Supplement described below
(the "Trustee").
W I T N E S S E T H :
WHEREAS this Commitment Transfer Supplement is being executed and
delivered in accordance with Section 11.10 of the Series 2000-1 Supplement,
dated as of March 8, 2000 (as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the
"Supplement"), among the Company, the Master Servicer, the Transferor, the other
Purchasers from time to time parties thereto, the Agent, the financial
institutions party thereto from time to time, as liquidity banks (the "Liquidity
Banks") and the Trustee, to the Xxxxxx Funding Master Trust Amended and Restated
Pooling Agreement, dated as of March 8, 2000 among the Company, the Master
Servicer and the Trustee (as the same may be amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the
"Pooling Agreement"; capitalized terms used herein and not defined herein shall
have the meanings ascribed thereto in the Supplement or the Pooling Agreement);
WHEREAS each Acquiring Purchaser (if it is not already a Purchaser party
to the Supplement) wishes to become a Purchaser party to the Supplement; and
WHEREAS the Transferor is selling and assigning to each Acquiring
Purchaser, rights, obligations and commitments under the Supplement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Upon the execution and delivery of this Commitment Transfer
Supplement by each Acquiring Purchaser, the Transferor, the Agent and the
Trustee (the "Transfer Issuance Date"), each Acquiring Purchaser shall be a
Purchaser party to the Supplement for all purposes thereof.
2. This Commitment Transfer Supplement is being delivered to the
Trustee together with (i) if the Acquiring Purchaser is organized under the
laws of a jurisdiction outside the United States, the forms specified in
Section 7.03(b) of the Supplement, duly
B-1
93
completed and executed by such Acquiring Purchaser, (ii) if the Acquiring
Purchaser is not already a Purchaser under the Supplement, an
Administrative Questionnaire in the form of Exhibit C to the Supplement and
(iii) a processing and recordation fee of $3,500.
3. The Transferor acknowledges receipt from each Acquiring Purchaser
of an amount equal to the purchase price, as agreed between the Transferor
and such Acquiring Purchaser (the "Purchase Price"), of the portion being
purchased by such Acquiring Purchaser (such Acquiring Purchaser's
"Purchased Percentage") of the undivided interest in the VFC Certificate
owned by, and other amounts owing to, the Transferor under the Supplement.
The Transferor hereby irrevocably sells, assigns and transfers to each
Acquiring Purchaser, without recourse, representation or warranty (except
as set forth in paragraph 8(i) below), and each Acquiring Purchaser hereby
irrevocably purchases, takes and assumes from the Transferor, such
Acquiring Purchaser's Purchased Percentage of the Commitment of the
Transferor to increase its Series 2000-1 Purchaser Invested Amount under,
and the portion of the undivided interest in, the VFC Certificate owned by,
and other amounts owing to, the Transferor, in each case under the
Supplement together with all instruments, documents and collateral security
pertaining thereto.
4. The Transferor has made arrangements with each Acquiring Purchaser
with respect to (i) the portion, if any, to be paid, and the date or dates
for payment, by the Transferor to such Acquiring Purchaser of any
Commitment Fees heretofore received by the Transferor pursuant to the
Supplement prior to the Transfer Issuance Date and (ii) the portion, if
any, to be paid, and the date or dates for payment, by such Acquiring
Purchaser to the Transferor of Commitment Fees or Series 2000-1 Monthly
Interest received by such Acquiring Purchaser pursuant to the Supplement
from and after the Transfer Issuance Date.
5. From and after the Transfer Issuance Date, amounts that would
otherwise be payable to or for the account of the Transferor pursuant to
the Supplement shall, instead, be payable to or for the account of the
Transferor and the Acquiring Purchasers, as the case may be, in accordance
with their respective interests as reflected in this Commitment Transfer
Supplement, whether such amounts have accrued prior to the Transfer
Issuance Date or accrue subsequent to the Transfer Issuance Date.
6. Prior to or concurrently with the execution and delivery hereof,
the Agent will, at the expense of the Transferor, provide to each Acquiring
Purchaser (if it is not already a Purchaser party to the Supplement)
photocopies of all documents delivered to the Agent on the Issuance Date in
satisfaction of the conditions precedent set forth in the Supplement.
7. Each of the parties to this Commitment Transfer Supplement agrees
that at any time and from time to time upon the written request of any
other party, it will execute and deliver such further documents and do such
further acts and things as such other party may reasonably request in order
to effect the purposes of this Commitment Transfer Supplement.
B-2
94
8. By executing and delivering this Commitment Transfer Supplement,
the Transferor and each Acquiring Purchaser confirm to and agree with each
other and the Purchasers as follows: (i) the Transferor warrants that it is
the legal and beneficial owner of the interest being assigned hereby free
and clear of any adverse claim and that its Commitment, and the outstanding
balance of its VFC Certificate, in each case without giving effect to
assignments thereof which have not become effective, are [ ] and [ ],
respectively; (ii) except as set forth in clause (i) above, the Transferor
makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with the Supplement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Supplement, any
other Transaction Document or any other instrument or document furnished
pursuant hereto or thereto, or the financial condition of the Seller, the
Master Servicer, the Servicer or the Company or the performance or
observance by the Seller, the Master Servicer, the Servicer or the Company
of any of their respective obligations under the Supplement, any other
Transaction Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) the Acquiring Purchaser represents and warrants
that it is legally authorized to enter into this Commitment Transfer
Supplement; (iv) the Acquiring Purchaser confirms that it has received a
copy of the Supplement, the other Transaction Documents and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Commitment Transfer
Supplement; (v) the Acquiring Purchaser will independently and without
reliance upon the Trustee, the assigning Purchaser or any other Purchaser
and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under the Supplement or any other Transaction Document; (vi) the
Acquiring Purchaser appoints and authorizes the Agent and the Trustee to
take such action as agent on its behalf and to exercise such powers under
the Supplement as are delegated to the Agent and the Trustee, respectively,
by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) the Acquiring Purchaser agrees that it will perform in
accordance with their terms all the obligations which by the terms of the
Supplement are required to be performed by it as a Purchaser.
9. The Acquiring Purchaser confirms that, by executing and delivering
this Commitment Transfer Supplement, it shall be deemed to have made the
representations and warranties in Section 8.05 of the Supplement.
10. Schedule I hereto sets forth the revised Commitment Percentages of
the Transferor and each Acquiring Purchaser as well as administrative
information with respect to each Acquiring Purchaser.
11. This Commitment Transfer Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York without
giving effect to principles of conflict of laws.
B-3
95
IN WITNESS WHEREOF, the parties hereto have caused this Commitment
Transfer Supplement to be executed by their respective duly authorized officers
as of the date first set forth above.
[NAME OF SELLING PURCHASER], as
Transferor,
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
[NAME OF PURCHASING PURCHASER], as
Acquiring Purchaser,
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
THE CHASE MANHATTAN BANK, as
Trustee
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
B-4
96
SCHEDULE I
TO
COMMITMENT TRANSFER SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT PERCENTAGES
THE CHASE MANHATTAN BANK, as Trustee
Address: [450 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000]
Attention: _____________
Telephone: (212) ________
Telecopy: (212) ________
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
Address: 000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: _____________
Telephone: (203) ________
Telecopy: (203) ________
[TRANSFEROR]
Address:
Prior Commitment Percentage:
Revised Commitment Percentage:
[ACQUIRING PURCHASER]
Address:
[Prior] Commitment Percentage:
[Revised Commitment Percentage:]
B-5
97
EXHIBIT C
TO SERIES 2000-1 SUPPLEMENT
FORM OF
ADMINISTRATIVE QUESTIONNAIRE
Please accurately complete the following information and return via Telecopy to
the attention of [ ] at [ ] as soon as possible, at Telecopy No.
( )[ ].
--------------------------------------------------------------------------------
PURCHASER LEGAL NAME TO APPEAR IN DOCUMENTATION:
--------------------------------------------------------------------------------
GENERAL INFORMATION:
Institution Name:_______________________________________________________________
Street Address:_________________________________________________________________
City, State, Zip Code:__________________________________________________________
POST-CLOSING, ONGOING CREDIT CONTRACTS/NOTIFICATION METHODS:
CREDIT CONTACTS:
Primary Contact:________________________________________________________________
Street Address:_________________________________________________________________
City, State, Zip Code:__________________________________________________________
Phone Number:___________________________________________________________________
Telecopy Number:________________________________________________________________
Backup Contact:_________________________________________________________________
Street Address:_________________________________________________________________
City, State, Zip Code:__________________________________________________________
Phone Number:___________________________________________________________________
Telecopy Number:________________________________________________________________
C-1
98
TAX WITHHOLDING:
Nonresident Alien ________Y* ________N
* Form 4224 Enclosed
Tax ID Number ______________________________________
POST-CLOSING, ONGOING ADMINISTRATIVE CONTACTS/NOTIFICATION METHODS:
ADMINISTRATIVE CONTACTS - PAYMENTS, FEES, ETC.
Contact:________________________________________________________________________
Street Address:_________________________________________________________________
City, State, Zip Code:__________________________________________________________
Phone Number:___________________________________________________________________
Telecopy Number:________________________________________________________________
PAYMENT INSTRUCTIONS:
Name of Bank to which funds are to be transferred:
________________________________________________________________________________
Routing Transit/ABA number of Bank to which funds are to be transferred:
________________________________________________________________________________
Name of Account, if applicable:
________________________________________________________________________________
Account Number: ________________________________________________________________
Additional information: ________________________________________________________
________________________________________________________________________________
C-2
99
It is very important that all the above information be accurately completed and
that this questionnaire be returned to the person specified in the introductory
paragraph of this questionnaire as soon as possible. If there is someone other
than yourself who should receive this questionnaire, please notify us of that
person's name and telecopy number and we will telecopy a copy of the
questionnaire. If you have any questions about this form, please call [ ] at
( )[ ].
C-3
100
EXHIBIT D
TO
SERIES 2000-1 SUPPLEMENT
FORM OF DAILY REPORT
Attached.
D-1
101
XXXXXX FUNDING MASTER TRUST
---------------------------------------------------------------------------------------------------------------------
Company Interest Series 1993-2 Series 1994-2 Series 1994-3
-----------------------------------------------------------------------------
Investor Interest Investor Interest Investor Interest Investor Interest
---------------------------------------------------------------------------------------------------------------------
POOL ACTIVITY
Beginning Receivables Balance
Plus: Gross Credit Sales
Plus: Inter-Co. Sales
Less: Inter-Co. Collections
Less: Collections
Less: Net Write-Offs
Less: Total Dilution Adjustments
Plus/Less: A/R Adjustments
Less: Repurchased Receivables
Ending Receivables Balance
Less: Defaulted Receivables
Less: Total Ineligible Receivables
Total Eligible Receivables
Less: Overconcentration Amount
Aggregate Receivables Amount
Invested Amount #N/A #N/A #N/A
Adjusted Invested Amount #N/A #N/A #N/A
Required Subordinated Amount #N/A #N/A #N/A
Target Receivables Amount #N/A #N/A #N/A
Allocated Receivables Amount #N/A #N/A #N/A #N/A
Collateral Compliance #N/A #N/A #N/A
Ending Invested % #N/A #N/A #N/A #N/A
---------------------------------------------------------------------------------------------------------------------
DAILY ALLOCATION OF COLLECTIONS
A) Amt. Transferred to Collection Account
(Aggregate Daily Collections)
B) Transfer to Series '93,'94,'94,'00
Collection Subaccounts (from A) #N/A #N/A #N/A
C) Transfer to Company Collection
Subaccount (from A) #N/A
D) Transfer to Series Non-Principal
Collection Sub-subaccount (from B) #N/A #N/A #N/A
E) Transfer to Series Accrued
Interest Sub-subaccount (from D) #N/A #N/A #N/A
F) Transfer to Series Principal
Collection Sub-subaccount (from B) #N/A #N/A #N/A
G) Amount to hold in Principal
Collection Sub-subaccount (from B) #N/A #N/A #N/A
H) Transfer to Company
Collection Subaccount (from B) #N/A #N/A #N/A
I) Transfer to Company Collection
Subaccount (from F) -
Wire to Series 1993-2 (Interest due
3/15, 6/15, 9/15 and 12/15) -
---
Wire to Series 1994-2 (Interest due
3/15, 6/15, 9/15 and 12/15) -
---
Wire to Series 1994-3 (Interest due
3/15, 6/15, 9/15 and 12/15) -
---
Wire to Series 2000-1 (Interest due
5th - Program Costs Daily)
J) Total Transfer to Company Collection
Subaccount (Wire to Company) #N/A #N/A #N/A #N/A
-----------------------------------------------------------------------
TOTAL HELD AT TRUST #N/A #N/A #N/A
---------------------------------------------------------------------------------------------------------------------
REPORT DATE
6-Mar-00 ACTIVITY DATE
----------------------------------------------------------------------------
Series 2000-1
------------------- Pool
Investor Interest Balance
----------------------------------------------------------------------------
POOL ACTIVITY
Beginning Receivables Balance #N/A
Plus: Gross Credit Sales #N/A
Plus: Inter-Co. Sales #N/A
Less: Inter-Co. Collections #N/A
Less: Collections #N/A
Less: Net Write-Offs #N/A
Less: Total Dilution Adjustments #N/A
Plus/Less: A/R Adjustments #N/A
Less: Repurchased Receivables #N/A
-----------
Ending Receivables Balance #N/A
#N/A
Less: Defaulted Receivables #N/A
Less: Total Ineligible Receivables #N/A
-----------
Total Eligible Receivables #N/A
Less: Overconcentration Amount #N/A
-----------
Aggregate Receivables Amount #N/A
#N/A
Invested Amount #N/A
Adjusted Invested Amount #N/A
Required Subordinated Amount #N/A
Target Receivables Amount #N/A
Allocated Receivables Amount #N/A #N/A
Collateral Compliance #N/A
Ending Invested % #N/A #N/A
----------------------------------------------------------------------------
DAILY ALLOCATION OF COLLECTIONS
A) Amt. Transferred to Collection Account
(Aggregate Daily Collections) #N/A
B) Transfer to Series '93,'94,'94,'00
Collection Subaccounts (from A) #N/A
C) Transfer to Company Collection
Subaccount (from A)
D) Transfer to Series Non-Principal
Collection Sub-subaccount (from B) #N/A
E) Transfer to Series Accrued
Interest Sub-subaccount (from D) #N/A
F) Transfer to Series Principal
Collection Sub-subaccount (from B) #N/A
G) Amount to hold in Principal
Collection Sub-subaccount (from B) #N/A
H) Transfer to Company
Collection Subaccount (from B) #N/A
I) Transfer to Company Collection
Subaccount (from F)
Wire to Series 1993-2 (Interest due
3/15, 6/15, 9/15 and 12/15)
Wire to Series 1994-2 (Interest due
3/15, 6/15, 9/15 and 12/15)
Wire to Series 1994-3 (Interest due
3/15, 6/15, 9/15 and 12/15)
Wire to Series 2000-1 (Interest due
5th - Program Costs Daily) -
---
J) Total Transfer to Company Collection
Subaccount (Wire to Company) #N/A #N/A
-------------------------------------
Total Held at Trust #N/A #N/A
----------------------------------------------------------------------------
#N/A
The undersigned, an Officer of Xxxxxx Micro, as Master Servicer, certifies that
the information set forth above is true and correct and it has performed in all
material respects all of its obligations as Servicer under the Pooling and
Servicing Agreements required to be performed as of the date hereof.
Signature: Name: Title: Date:
--------------------------------------------------------------------------------
1
102
EXHIBIT E
TO
SERIES 2000-1 SUPPLEMENT
FORM OF MONTHLY SETTLEMENT REPORT
Attached.
E-1
103
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00 Apr-00
Ending Date 1-May-00
(Non-Inter-Co.)
Beginning Gross Gross Credit Inter-Co. Inter-Co. (Non-Inter-Co.)
Receivable Balance Sales Sales Collections Collections Net Write-Offs
==================================================================================================
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00
=====
Totals : 0.00 0.00 0.00 0.00 0.00
Dilutative Items
----------------------
Defective Non-
Product Resellable
========================
Saturday 1-Apr-00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00
Monday 3-Apr-00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00
Friday 7-Apr-00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00
Monday 10-Apr-00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00
Friday 14-Apr-00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00
Monday 17-Apr-00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00
Friday 21-Apr-00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00
Monday 24-Apr-00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00
Friday 28-Apr-00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00
Monday 1-May-00 0.00 0.00
Tuesday 2-May-00 0.00 0.00
Wednesday 3-May-00 0.00 0.00
Thursday 4-May-00 0.00 0.00
Totals : 0.00 0.00
Index-> #N/A
2
104
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
Dilutative Items
------------------------------------------------------------------ Total
Stock A/P Wrong Daily Credits Other Dilutative A/R
Balancing Adjustments Shipment In Other A/R Dilutive Adjustments Adjustments
==============================================================================================
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
=====
Totals : 0.00 0.00 0.00 0.00 0.00 0.00
Ending
Repurchased Receivables
Receivables Balance
===========================
Saturday 1-Apr-00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00
Monday 3-Apr-00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00
Friday 7-Apr-00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00
Monday 10-Apr-00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00
Friday 14-Apr-00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00
Monday 17-Apr-00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00
Friday 21-Apr-00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00
Monday 24-Apr-00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00
Friday 28-Apr-00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00
Monday 1-May-00 0.00 0.00
Tuesday 2-May-00 0.00 0.00
Wednesday 3-May-00 0.00 0.00
Thursday 4-May-00 0.00 0.00
=====
Totals : 0.00
Index-> #N/A
3
105
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
DEFAULTED RECEIVABLES INELIGIBLE RECEIVABLES
------------------------------------------------------------------------------------------------
61-90 Days 91-120 Days 121+ Days Credits Over 60 35% Cross Aged Federal
Past Due Past Due Past Due Past Due >121 Days Government Inter-Company
------------------------------------------------------------------------------------------------
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Totals :
INELIGIBLE RECEIVABLES
-------------------------------------
Foreign Contra
Select Source Receivables Balances
-------------------------------------
Saturday 1-Apr-00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00
Totals :
Index-> #N/A
4
106
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
INELIGIBLE RECEIVABLES
-------------------------------------------------------------------------------------------------------------
Non Qualifying Customers with Trade Litigation & Unaplied Cash Accured
ChargeBacks DIP Obligor Terms > 90 Days Discounts Collection Adjustment Pricing Credits Other
-------------------------------------------------------------------------------------------------------------
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Totals :
Total Total
Ineligible Eligible
Receivables Receivables
--------------------------
Saturday 1-Apr-00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00
Monday 3-Apr-00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00
Friday 7-Apr-00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00
Monday 10-Apr-00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00
Friday 14-Apr-00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00
Monday 17-Apr-00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00
Friday 21-Apr-00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00
Monday 24-Apr-00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00
Friday 28-Apr-00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00
Monday 1-May-00 0.00 0.00
Tuesday 2-May-00 0.00 0.00
Wednesday 3-May-00 0.00 0.00
Thursday 4-May-00 0.00 0.00
Totals :
Index-> #N/A
5
107
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
(EARLY) AMORTIZATION PERIOD ONLY
----------------------------------------------
Repurchase Repurchase Overconcentration Aggregate
Overconcentration Obligation for Obligation for plus Ineligible Receivables
Amount Defaulted Receivables Ineligible Receivables Receivables Amount
========================================================================================================
Saturday 1-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 2-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 3-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 4-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 5-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 6-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 7-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 8-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 9-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 10-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 11-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 12-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 13-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 14-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 15-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 16-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 17-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 18-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 19-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 20-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 21-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 22-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 23-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 24-Apr-00 0.00 0.00 0.00 0.00 0.00
Tuesday 25-Apr-00 0.00 0.00 0.00 0.00 0.00
Wednesday 26-Apr-00 0.00 0.00 0.00 0.00 0.00
Thursday 27-Apr-00 0.00 0.00 0.00 0.00 0.00
Friday 28-Apr-00 0.00 0.00 0.00 0.00 0.00
Saturday 29-Apr-00 0.00 0.00 0.00 0.00 0.00
Sunday 30-Apr-00 0.00 0.00 0.00 0.00 0.00
Monday 1-May-00 0.00 0.00 0.00 0.00 0.00
Tuesday 2-May-00 0.00 0.00 0.00 0.00 0.00
Wednesday 3-May-00 0.00 0.00 0.00 0.00 0.00
Thursday 4-May-00 0.00 0.00 0.00 0.00 0.00
Totals :
---------------
Series 1993-2
Invested Amount
===============
1-Apr-00 -
2-Apr-00 -
3-Apr-00 -
4-Apr-00 -
5-Apr-00 -
6-Apr-00 -
7-Apr-00 -
8-Apr-00 -
9-Apr-00 -
10-Apr-00 -
11-Apr-00 -
12-Apr-00 -
13-Apr-00 -
14-Apr-00 -
15-Apr-00 -
16-Apr-00 -
17-Apr-00 -
18-Apr-00 -
19-Apr-00 -
20-Apr-00 -
21-Apr-00 -
22-Apr-00 -
23-Apr-00 -
24-Apr-00 -
25-Apr-00 -
26-Apr-00 -
27-Apr-00 -
28-Apr-00 -
29-Apr-00 -
30-Apr-00 -
1-May-00 -
2-May-00 -
3-May-00 -
4-May-00 -
Index-> #N/A
6
108
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
SERIES 1993-2 MEDIUM TERM NOTES
-----------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Sub-Acct. Principal Invested Subordinated Required
Deposit Amount Sub-Acct. Amount Amount Reserve %
=============================================================================
Saturday 1-Apr-00 - - - #DIV/0! 0.00%
Sunday 2-Apr-00 - - - #DIV/0! 0.00%
Monday 3-Apr-00 - - - #DIV/0! 0.00%
Tuesday 4-Apr-00 - - - #DIV/0! 0.00%
Wednesday 5-Apr-00 - - - #DIV/0! 0.00%
Thursday 6-Apr-00 - - - #DIV/0! 0.00%
Friday 7-Apr-00 - - - #DIV/0! 0.00%
Saturday 8-Apr-00 - - - #DIV/0! 0.00%
Sunday 9-Apr-00 - - - #DIV/0! 0.00%
Monday 10-Apr-00 - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 - - - #DIV/0! 0.00%
Thursday 13-Apr-00 - - - #DIV/0! 0.00%
Friday 14-Apr-00 - - - #DIV/0! 0.00%
Saturday 15-Apr-00 - - - #DIV/0! 0.00%
Sunday 16-Apr-00 - - - #DIV/0! 0.00%
Monday 17-Apr-00 - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 - - - #DIV/0! 0.00%
Thursday 20-Apr-00 - - - #DIV/0! 0.00%
Friday 21-Apr-00 - - - #DIV/0! 0.00%
Saturday 22-Apr-00 - - - #DIV/0! 0.00%
Sunday 23-Apr-00 - - - #DIV/0! 0.00%
Monday 24-Apr-00 - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 - - - #DIV/0! 0.00%
Thursday 27-Apr-00 - - - #DIV/0! 0.00%
Friday 28-Apr-00 - - - #DIV/0! 0.00%
Saturday 29-Apr-00 - - - #DIV/0! 0.00%
Sunday 30-Apr-00 - - - #DIV/0! 0.00%
Monday 1-May-00 - - - #DIV/0! 0.00%
Tuesday 2-May-00 - - - #DIV/0! 0.00%
Wednesday 3-May-00 - - - #DIV/0! 0.00%
Thursday 4-May-00 - - - #DIV/0! 0.00%
Totals :
SERIES 1993-2 MEDIUM TERM NOTES
-------------------------------
Series 1993-2
Carrying Cost Servicing
Reserve % Reserve %
===============================
Saturday 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 0.00% 0.00%
Monday 1-May-00 0.00% 0.00%
Tuesday 2-May-00 0.00% 0.00%
Wednesday 3-May-00 0.00% 0.00%
Thursday 4-May-00 0.00% 0.00%
Totals:
Index-> #N/A
7
109
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
SERIES 1994-2 MEDIUM TERM NOTES
---------------------------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Series 1994-2 Sub-Acct. Principal Invested Subordinated Required
Invested Amount Deposit Amount Sub-Acct. Amount Amount Reserve %
=============================================================================================
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Tuesday 4-Apr-00 4-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Thursday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Friday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 10-Apr-00 10-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 11-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 12-Apr-00 - - - - #DIV/0! 0.00%
Thursday 13-Apr-00 13-Apr-00 - - - - #DIV/0! 0.00%
Friday 14-Apr-00 14-Apr-00 - - - - #DIV/0! 0.00%
Saturday 15-Apr-00 15-Apr-00 - - - - #DIV/0! 0.00%
Sunday 16-Apr-00 16-Apr-00 - - - - #DIV/0! 0.00%
Monday 17-Apr-00 17-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 18-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 19-Apr-00 - - - - #DIV/0! 0.00%
Thursday 20-Apr-00 20-Apr-00 - - - - #DIV/0! 0.00%
Friday 21-Apr-00 21-Apr-00 - - - - #DIV/0! 0.00%
Saturday 22-Apr-00 22-Apr-00 - - - - #DIV/0! 0.00%
Sunday 23-Apr-00 23-Apr-00 - - - - #DIV/0! 0.00%
Monday 24-Apr-00 24-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 25-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 26-Apr-00 - - - - #DIV/0! 0.00%
Thursday 27-Apr-00 27-Apr-00 - - - - #DIV/0! 0.00%
Friday 28-Apr-00 28-Apr-00 - - - - #DIV/0! 0.00%
Saturday 29-Apr-00 29-Apr-00 - - - - #DIV/0! 0.00%
Sunday 30-Apr-00 30-Apr-00 - - - - #DIV/0! 0.00%
Monday 1-May-00 1-May-00 - - - - #DIV/0! 0.00%
Tuesday 2-May-00 2-May-00 - - - - #DIV/0! 0.00%
Wednesday 3-May-00 3-May-00 - - - - #DIV/0! 0.00%
Thursday 4-May-00 4-May-00 - - - - #DIV/0! 0.00%
Totals :
-----------------------------------
Series 1994-2
Carrying Cost Servicing
Reserve % Reserve %
===================================
Saturday 1-Apr-00 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 30-Apr-00 0.00% 0.00%
Monday 1-May-00 1-May-00 0.00% 0.00%
Tuesday 2-May-00 2-May-00 0.00% 0.00%
Wednesday 3-May-00 3-May-00 0.00% 0.00%
Thursday 4-May-00 4-May-00 0.00% 0.00%
Totals :
Index-> #N/A
8
110
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
SERIES 1994-3 MEDIUM TERM NOTES
------------------------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Series 1994-3 Sub-Acct. Principal Invested Subordinated Required
Invested Amount Deposit Amount Sub-Acct. Amount Amount Reserve %
==========================================================================================
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Tuesday 4-Apr-00 4-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Thursday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Friday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 10-Apr-00 10-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 11-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 12-Apr-00 - - - - #DIV/0! 0.00%
Thursday 13-Apr-00 13-Apr-00 - - - - #DIV/0! 0.00%
Friday 14-Apr-00 14-Apr-00 - - - - #DIV/0! 0.00%
Saturday 15-Apr-00 15-Apr-00 - - - - #DIV/0! 0.00%
Sunday 16-Apr-00 16-Apr-00 - - - - #DIV/0! 0.00%
Monday 17-Apr-00 17-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 18-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 19-Apr-00 - - - - #DIV/0! 0.00%
Thursday 20-Apr-00 20-Apr-00 - - - - #DIV/0! 0.00%
Friday 21-Apr-00 21-Apr-00 - - - - #DIV/0! 0.00%
Saturday 22-Apr-00 22-Apr-00 - - - - #DIV/0! 0.00%
Sunday 23-Apr-00 23-Apr-00 - - - - #DIV/0! 0.00%
Monday 24-Apr-00 24-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 25-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 26-Apr-00 - - - - #DIV/0! 0.00%
Thursday 27-Apr-00 27-Apr-00 - - - - #DIV/0! 0.00%
Friday 28-Apr-00 28-Apr-00 - - - - #DIV/0! 0.00%
Saturday 29-Apr-00 29-Apr-00 - - - - #DIV/0! 0.00%
Sunday 30-Apr-00 30-Apr-00 - - - - #DIV/0! 0.00%
Monday 1-May-00 1-May-00 - - - - #DIV/0! 0.00%
Tuesday 2-May-00 2-May-00 - - - - #DIV/0! 0.00%
Wednesday 3-May-00 3-May-00 - - - - #DIV/0! 0.00%
Thursday 4-May-00 4-May-00 - - - - #DIV/0! 0.00%
Totals :
---------------------------
Series 1994-3
Carrying Cost Servicing
Reserve % Reserve %
===========================
Saturday 1-Apr-00 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 30-Apr-00 0.00% 0.00%
Monday 1-May-00 1-May-00 0.00% 0.00%
Tuesday 2-May-00 2-May-00 0.00% 0.00%
Wednesday 3-May-00 3-May-00 0.00% 0.00%
Thursday 4-May-00 4-May-00 0.00% 0.00%
Totals :
Index-> #N/A
9
111
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
2000-1 VARIABLE FUNDING CERTIFICATES
----------------------------------------------------------------------------------------
Principal Cumulative Adjusted Required
Series 2000-1 Sub-Acct. Principal Invested Subordinated Required
Invested Amount Deposit Amount Sub-Acct. Amount Amount Reserve %
========================================================================================
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Tuesday 4-Apr-00 4-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Thursday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Friday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Saturday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Sunday 0-Xxx-00 0-Xxx-00 - - - - #XXX/0! 0.00%
Monday 10-Apr-00 10-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 11-Apr-00 11-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 12-Apr-00 12-Apr-00 - - - - #DIV/0! 0.00%
Thursday 13-Apr-00 13-Apr-00 - - - - #DIV/0! 0.00%
Friday 14-Apr-00 14-Apr-00 - - - - #DIV/0! 0.00%
Saturday 15-Apr-00 15-Apr-00 - - - - #DIV/0! 0.00%
Sunday 16-Apr-00 16-Apr-00 - - - - #DIV/0! 0.00%
Monday 17-Apr-00 17-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 18-Apr-00 18-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 19-Apr-00 19-Apr-00 - - - - #DIV/0! 0.00%
Thursday 20-Apr-00 20-Apr-00 - - - - #DIV/0! 0.00%
Friday 21-Apr-00 21-Apr-00 - - - - #DIV/0! 0.00%
Saturday 22-Apr-00 22-Apr-00 - - - - #DIV/0! 0.00%
Sunday 23-Apr-00 23-Apr-00 - - - - #DIV/0! 0.00%
Monday 24-Apr-00 24-Apr-00 - - - - #DIV/0! 0.00%
Tuesday 25-Apr-00 25-Apr-00 - - - - #DIV/0! 0.00%
Wednesday 26-Apr-00 26-Apr-00 - - - - #DIV/0! 0.00%
Thursday 27-Apr-00 27-Apr-00 - - - - #DIV/0! 0.00%
Friday 28-Apr-00 28-Apr-00 - - - - #DIV/0! 0.00%
Saturday 29-Apr-00 29-Apr-00 - - - - #DIV/0! 0.00%
Sunday 30-Apr-00 30-Apr-00 - - - - #DIV/0! 0.00%
Monday 1-May-00 1-May-00 - - - - #DIV/0! 0.00%
Tuesday 2-May-00 2-May-00 - - - - #DIV/0! 0.00%
Wednesday 3-May-00 3-May-00 - - - - #DIV/0! 0.00%
Thursday 4-May-00 4-May-00 - - - - #DIV/0! 0.00%
Totals :
--------------------------
Carrying Cost Servicing
Reserve % Reserve %
=========================
Saturday 1-Apr-00 1-Apr-00 0.00% 0.00%
Sunday 2-Apr-00 2-Apr-00 0.00% 0.00%
Monday 3-Apr-00 3-Apr-00 0.00% 0.00%
Tuesday 4-Apr-00 4-Apr-00 0.00% 0.00%
Wednesday 5-Apr-00 5-Apr-00 0.00% 0.00%
Thursday 6-Apr-00 6-Apr-00 0.00% 0.00%
Friday 7-Apr-00 7-Apr-00 0.00% 0.00%
Saturday 8-Apr-00 8-Apr-00 0.00% 0.00%
Sunday 9-Apr-00 9-Apr-00 0.00% 0.00%
Monday 10-Apr-00 10-Apr-00 0.00% 0.00%
Tuesday 11-Apr-00 11-Apr-00 0.00% 0.00%
Wednesday 12-Apr-00 12-Apr-00 0.00% 0.00%
Thursday 13-Apr-00 13-Apr-00 0.00% 0.00%
Friday 14-Apr-00 14-Apr-00 0.00% 0.00%
Saturday 15-Apr-00 15-Apr-00 0.00% 0.00%
Sunday 16-Apr-00 16-Apr-00 0.00% 0.00%
Monday 17-Apr-00 17-Apr-00 0.00% 0.00%
Tuesday 18-Apr-00 18-Apr-00 0.00% 0.00%
Wednesday 19-Apr-00 19-Apr-00 0.00% 0.00%
Thursday 20-Apr-00 20-Apr-00 0.00% 0.00%
Friday 21-Apr-00 21-Apr-00 0.00% 0.00%
Saturday 22-Apr-00 22-Apr-00 0.00% 0.00%
Sunday 23-Apr-00 23-Apr-00 0.00% 0.00%
Monday 24-Apr-00 24-Apr-00 0.00% 0.00%
Tuesday 25-Apr-00 25-Apr-00 0.00% 0.00%
Wednesday 26-Apr-00 26-Apr-00 0.00% 0.00%
Thursday 27-Apr-00 27-Apr-00 0.00% 0.00%
Friday 28-Apr-00 28-Apr-00 0.00% 0.00%
Saturday 29-Apr-00 29-Apr-00 0.00% 0.00%
Sunday 30-Apr-00 30-Apr-00 0.00% 0.00%
Monday 1-May-00 1-May-00 0.00% 0.00%
Tuesday 2-May-00 2-May-00 0.00% 0.00%
Wednesday 3-May-00 3-May-00 0.00% 0.00%
Thursday 4-May-00 4-May-00 0.00% 0.00%
Totals :
Index-> #N/A
10
112
XXXXXX FUNDING MASTER TRUST
Beginning Date 1-Apr-00
Ending Date 1-May-00
2000-1 ESTIMATED ESTIMATED
Maximum 2000-1 Allocated Maximum 2000-1
Target Receivables Receivables Required Maximum 2000-1
Amount Amount Subordinated Amount Invested Amount
Saturday 1-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 2-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 3-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 4-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 5-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 6-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 7-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 8-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 9-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 10-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 11-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 12-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 13-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 14-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 15-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 16-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 17-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 18-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 19-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 20-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 21-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 22-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 23-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 24-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 25-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 26-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 27-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Friday 28-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Saturday 29-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sunday 30-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Monday 1-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Tuesday 2-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Wednesday 3-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Thursday 4-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Totals :
MTN MTN MTN VFC
1993-2 1994-2 1994-3 2000-1
Invested Invested Invested Invested
% % % %
==========================================================
31-Mar-00 0.00% 0.00% 0.00% 0.00%
1-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
2-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
3-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
4-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
5-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
6-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
7-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
8-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
9-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
10-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
11-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
12-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
13-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
14-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
15-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
16-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
17-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
18-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
19-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
20-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
21-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
22-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
23-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
24-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
25-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
26-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
27-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
28-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
29-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
30-Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
1-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
2-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
3-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
4-May-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Totals :
Index-> #N/A
11
113
Overconcentration
OVERCONCENTRATION GRID:
SHORT-TERM LONG-TERM
A-1+,F-1+,P-1 AA-, AA-, AA3 15.00%
A-1,F-1,P-1 A+, A+, A1 15.00%
A-2,F-2,P-2 BBB+, BBB+, BAA1 7.50%
X-0,X-0,X-0 XXX-, XXX-, XXX0 5.00%
UNRATED UNRATED 3.00%
ELIGIBLE RECEIVABLES:
REPORT CHECK: 0.00
REPORT DATE ACTIVITY DATE
6-Mar-00
S&P RATING DESK: (000) 000-0000
XXXXX'X RATING DESK: (000) 000-0000
FITCH RATING DESK: (000) 000-0000 FAX: (000) 000-0000
(Total Eligible Receivables per Daily Statement - Cell F24)
RATING ELIGIBLE CONCENTRATION EXCESS
CUSTOMER S&P/XXXXX'X/FITCH A/R BALANCE % OF ELIGIBLES $ THRESHOLD % CONCENTRATION
--------------------------------------------- -------------- ------------------------------------------
1 #DIV/0! - #DIV/0! -
2 #DIV/0! - #DIV/0! -
3 #DIV/0! - #DIV/0! -
4 #DIV/0! - #DIV/0! -
5 #DIV/0! - #DIV/0! -
6 #DIV/0! - #DIV/0! -
7 #DIV/0! - #DIV/0! -
8 #DIV/0! - #DIV/0! -
9 #DIV/0! - #DIV/0! -
10 #DIV/0! - #DIV/0! -
11 #DIV/0! - #DIV/0! -
12 #DIV/0! - #DIV/0! -
13 #DIV/0! - #DIV/0! -
14 #DIV/0! - #DIV/0! -
15 #DIV/0! - #DIV/0! -
16 #DIV/0! - #DIV/0! -
17 #DIV/0! - #DIV/0! -
18 #DIV/0! - #DIV/0! -
19 #DIV/0! - #DIV/0! -
20 #DIV/0! - #DIV/0! -
---
$ -
===
12
114
XXXXXX MICRO MASTER TRUST
MONTHLY RESERVES
($ in thousands)
-----------------------------------------------------------------------------------------------------------------------------
Aggregate
Principal Total Total Dollar Receivables
Non-I/C Amount of Dilutive A/R Weighted Amount Weighted
Sales Receivables Items Gross Written-Off Average (as of Mth end Ave.
Period Per Per Per A/R Prior Dilution on the daily Pay.
Ended Rollforward Rollforward Rollforward 91 - 120 to 91 Days Horizon statement) Terms
-----------------------------------------------------------------------------------------------------------------------------
Jan-97 0 0 0 0 0 0.00 - 0.0
Feb-97 0 0 0 0 0 0.00 - 0.0
Mar-97 0 0 0 0 0 0.00 - 0.0
Apr-97 0 0 0 0 0 0.00 - 0.0
May-97 0 0 0 0 0 0.00 - 0.0
Jun-97 0 0 0 0 0 0.00 - 0.0
Jul-97 0 0 0 0 0 0.00 - 0.0
Aug-97 0 0 0 0 0 0.00 - 0.0
Sep-97 0 0 0 0 0 0.00 - 0.0
Oct-97 0 0 0 0 0 0.00 - 0.0
Nov-97 0 0 0 0 0 0.00 - 0.0
Dec-97 0 0 0 0 0 0.00 - 0.0
Jan-98 0 0 0 0 0 0.00 - 0.0
Feb-98 0 0 0 0 0 0.00 - 0.0
Mar-98 0 0 0 0 0 0.00 - 0.0
Apr-98 0 0 0 0 0 0.00 - 0.0
May-98 0 0 0 0 0 0.00 - 0.0
Jun-98 0 0 0 0 0 0.00 - 0.0
Jul-98 0 0 0 0 0 0.00 - 0.0
Aug-98 0 0 0 0 0 0.00 - 0.0
Sep-98 0 0 0 0 0 0.00 - 0.0
Oct-98 0 0 0 0 0 0.00 - 0.0
Nov-98 0 0 0 0 0 0.00 - 0.0
Dec-98 0 0 0 0 0 0.00 - 0.0
Jan-99 0 0 0 0 0 0.00 - 0.0
Feb-99 0 0 0 0 0 0.00 - 0.0
Mar-99 0 0 0 0 0 0.00 - 0.0
Apr-99 0 0 0 0 0 0.00 - 0.0
May-99 0 0 0 0 0 0.00 - 0.0
Jun-99 0 0 0 0 0 0.00 - 0.0
Jul-99 0 0 0 0 0 0.00 - 0.0
Aug-99 0 0 0 0 0 0.00 - 0.0
Sep-99 0 0 0 0 0 0.00 - 0.0
Oct-99 0 0 0 0 0 0.00 - 0.0
Nov-99 0 0 0 0 0 0.00 - 0.0
Dec-99 0 0 0 0 0 0.00 - 0.0
Jan-00 0 0 0 0 0 0.00 - 0.0
Feb-00 0 0 0 0 0 0.00 - 0.0
Mar-00 0 0 0 0 0 0.00 - 0.0
Apr-00 0 0 0 0 0 0.00 - 0.0
Series Series Series Base
1993-2 1994-2 1994-3 Rate
Period Discount Discount Discount (Prime
Ended Rate Rate Rate Rate)
---------------------------------------------------------
Jan-97 6.61% 6.91% 7.17% 0.00%
Feb-97 6.61% 6.91% 7.17% 0.00%
Mar-97 6.61% 6.91% 7.17% 0.00%
Apr-97 6.61% 6.91% 7.17% 0.00%
May-97 6.61% 6.91% 7.17% 0.00%
Jun-97 6.61% 6.91% 7.17% 0.00%
Jul-97 6.61% 6.91% 7.17% 0.00%
Aug-97 6.61% 6.91% 7.17% 0.00%
Sep-97 6.61% 6.91% 7.17% 0.00%
Oct-97 6.61% 6.91% 7.17% 0.00%
Nov-97 6.61% 6.91% 7.17% 0.00%
Dec-97 6.61% 6.91% 7.17% 0.00%
Jan-98 6.61% 6.91% 7.17% 0.00%
Feb-98 6.61% 6.91% 7.17% 0.00%
Mar-98 6.61% 6.91% 7.17% 0.00%
Apr-98 6.61% 6.91% 7.17% 0.00%
May-98 6.61% 6.91% 7.17% 0.00%
Jun-98 6.61% 6.91% 7.17% 0.00%
Jul-98 6.61% 6.91% 7.17% 0.00%
Aug-98 6.61% 6.91% 7.17% 0.00%
Sep-98 6.61% 6.91% 7.17% 0.00%
Oct-98 6.61% 6.91% 7.17% 0.00%
Nov-98 6.61% 6.91% 7.17% 0.00%
Dec-98 6.61% 6.91% 7.17% 0.00%
Jan-99 6.61% 6.91% 7.17% 0.00%
Feb-99 6.61% 6.91% 7.17% 0.00%
Mar-99 6.61% 6.91% 7.17% 0.00%
Apr-99 6.61% 6.91% 7.17% 0.00%
May-99 6.61% 6.91% 7.17% 0.00%
Jun-99 6.61% 6.91% 7.17% 0.00%
Jul-99 6.61% 6.91% 7.17% 0.00%
Aug-99 6.61% 6.91% 7.17% 0.00%
Sep-99 6.61% 6.91% 7.17% 0.00%
Oct-99 6.61% 6.91% 7.17% 0.00%
Nov-99 6.61% 6.91% 7.17% 0.00%
Dec-99 6.61% 6.91% 7.17% 0.00%
Jan-00 6.61% 6.91% 7.17% 0.00%
Feb-00 6.61% 6.91% 7.17% 0.00%
Mar-00 6.61% 6.91% 7.17% 0.00%
Apr-00 6.61% 6.91% 7.17% 0.00%
115
Three
Month Max.
Dilution Max. Average 12 Mth.
Servicing 12-month 12 Mth. Dilution Aged Aged Aged Payment
Period Fee Dilution Rolling Rolling Horizon Dilution A/R A/R A/R Terms
Ended Rate Ratio Average Avg. Factor Period Ratio Ratio Ratio Factor
----------------------------------------------------------------------------------------------------------------------------
Jan-97 0.00%
Feb-97 0.00%
Mar-97 0.00% #DIV/0!
Apr-97 0.00% #DIV/0!
May-97 0.00% #DIV/0!
Jun-97 0.00% #DIV/0! #DIV/0!
Jul-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0!
Aug-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Sep-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Oct-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Nov-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Dec-97 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Jan-98 0.00% #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0!
Feb-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Mar-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Apr-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
May-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jun-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jul-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Aug-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Sep-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Oct-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Nov-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Dec-98 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jan-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Feb-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Mar-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Apr-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
May-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jun-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jul-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Aug-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Sep-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Oct-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Nov-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Dec-99 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Jan-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Feb-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Mar-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Apr-00 0.00% #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00
Minimum
Payment Days
Period Terms Sales
Ended Factor Out
-----------------------------------
Jan-97
Feb-97
Mar-97
Apr-97 #DIV/0!
May-97 #DIV/0!
Jun-97 #DIV/0!
Jul-97 #DIV/0!
Aug-97 #DIV/0!
Sep-97 #DIV/0!
Oct-97 #DIV/0!
Nov-97 #DIV/0!
Dec-97 #DIV/0!
Jan-98 #DIV/0!
Feb-98 0.00 #DIV/0!
Mar-98 0.00 #DIV/0!
Apr-98 0.00 #DIV/0!
May-98 0.00 #DIV/0!
Jun-98 0.00 #DIV/0!
Jul-98 0.00 #DIV/0!
Aug-98 0.00 #DIV/0!
Sep-98 0.00 #DIV/0!
Oct-98 0.00 #DIV/0!
Nov-98 0.00 #DIV/0!
Dec-98 0.00 #DIV/0!
Jan-99 0.00 #DIV/0!
Feb-99 0.00 #DIV/0!
Mar-99 0.00 #DIV/0!
Apr-99 0.00 #DIV/0!
May-99 0.00 #DIV/0!
Jun-99 0.00 #DIV/0!
Jul-99 0.00 #DIV/0!
Aug-99 0.00 #DIV/0!
Sep-99 0.00 #DIV/0!
Oct-99 0.00 #DIV/0!
Nov-99 0.00 #DIV/0!
Dec-99 0.00 #DIV/0!
Jan-00 0.00 #DIV/0!
Feb-00 0.00 #DIV/0!
Mar-00 0.00 #DIV/0!
Apr-00 0.00 #DIV/0!
116
SERIES 1993-2, 1994-2, 1994-3 - MEDIUM TERM NOTES
---------------------------------------------------------------------------------------------------------
MAX
(a) (b) (c) (a+b) OR (c)
aa bb cc Max
12 Mth. (aa*bb)+cc
Dilution Loss Avg. or 25% REQUIRED
Period Stress Reserve Reserve Dilution Dilution Minimum RESERVES
Ended Factor Ratio Ratio Ratio Period Ratio RATIO
-------------------------------------------------------------------------------------------------------------------------
Jan-97 0.00 0.0%
Feb-97 0.00 0.0%
Mar-97 0.00 0.0%
Apr-97 0.00 0.0%
May-97 0.00 0.0%
Jun-97 0.00 0.0%
Jul-97 0.00 #DIV/0! 0.0%
Aug-97 0.00 #DIV/0! 0.0%
Sep-97 0.00 #DIV/0! 0.0%
Oct-97 0.00 #DIV/0! 0.0%
Nov-97 0.00 #DIV/0! 0.0%
Dec-97 0.00 #DIV/0! 0.0%
Jan-98 0.00 #DIV/0! 0.0%
Feb-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
SERIES 1993-2, 1994-2, 1994-3 - MEDIUM TERM NOTES
-------------------------------------------------------
SERIES SERIES SERIES
1993-2 1994-2 1994-3
CARRYING CARRYING CARRYING
COST COST COST SERVICING
Period RESERVE RESERVE RESERVE FEE
Ended RATIO RATIO RATIO RATIO
-----------------------------------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97 #DIV/0! #DIV/0! #DIV/0!
May-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jun-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jul-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Aug-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sep-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Oct-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Nov-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Dec-97 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jan-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Feb-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Mar-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Apr-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
May-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jun-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jul-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Aug-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sep-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Oct-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Nov-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Dec-98 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jan-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Feb-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Mar-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Apr-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
May-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jun-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jul-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Aug-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Sep-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Oct-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Nov-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Dec-99 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Jan-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Feb-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Mar-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
Apr-00 #DIV/0! #DIV/0! #DIV/0! #DIV/0!
117
2000-1 VARIABLE FUNDING CERTIFICATES
--------------------------------------------------------------------------------------------------------
(a) (b) (c) MAX
aa bb cc Max (a+b) OR (c)
12 Mth. (aa*bb)+cc
Dilution Loss Avg. or 25% REQUIRED
Period Stress Reserve Reserve Dilution Dilution Minimum RESERVES
Ended Factor Ratio Ratio Ratio Period Ratio RATIO
-----------------------------------------------------------------------------------------------------------------------
Jan-97 0.00 0.0%
Feb-97 0.00 0.0%
Mar-97 0.00 0.0%
Apr-97 0.00 0.0%
May-97 0.00 0.0%
Jun-97 0.00 0.0%
Jul-97 0.00 #DIV/0! 0.0%
Aug-97 0.00 #DIV/0! 0.0%
Sep-97 0.00 #DIV/0! 0.0%
Oct-97 0.00 #DIV/0! 0.0%
Nov-97 0.00 #DIV/0! 0.0%
Dec-97 0.00 #DIV/0! 0.0%
Jan-98 0.00 #DIV/0! 0.0%
Feb-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-98 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
May-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jun-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jul-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Aug-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Sep-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Oct-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Nov-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Dec-99 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Jan-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Feb-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Mar-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
Apr-00 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.0% #DIV/0! #DIV/0!
2000-1 VARIABLE FUNDING CERTIFICATES
------------------------------------
CARRYING
COST SERVICING
Period RESERVE FEE
Ended RATIO RATIO
------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97 #DIV/0!
May-97 #DIV/0! #DIV/0!
Jun-97 #DIV/0! #DIV/0!
Jul-97 #DIV/0! #DIV/0!
Aug-97 #DIV/0! #DIV/0!
Sep-97 #DIV/0! #DIV/0!
Oct-97 #DIV/0! #DIV/0!
Nov-97 #DIV/0! #DIV/0!
Dec-97 #DIV/0! #DIV/0!
Jan-98 #DIV/0! #DIV/0!
Feb-98 #DIV/0! #DIV/0!
Mar-98 #DIV/0! #DIV/0!
Apr-98 #DIV/0! #DIV/0!
May-98 #DIV/0! #DIV/0!
Jun-98 #DIV/0! #DIV/0!
Jul-98 #DIV/0! #DIV/0!
Aug-98 #DIV/0! #DIV/0!
Sep-98 #DIV/0! #DIV/0!
Oct-98 #DIV/0! #DIV/0!
Nov-98 #DIV/0! #DIV/0!
Dec-98 #DIV/0! #DIV/0!
Jan-99 #DIV/0! #DIV/0!
Feb-99 #DIV/0! #DIV/0!
Mar-99 #DIV/0! #DIV/0!
Apr-99 #DIV/0! #DIV/0!
May-99 #DIV/0! #DIV/0!
Jun-99 #DIV/0! #DIV/0!
Jul-99 #DIV/0! #DIV/0!
Aug-99 #DIV/0! #DIV/0!
Sep-99 #DIV/0! #DIV/0!
Oct-99 #DIV/0! #DIV/0!
Nov-99 #DIV/0! #DIV/0!
Dec-99 #DIV/0! #DIV/0!
Jan-00 #DIV/0! #DIV/0!
Feb-00 #DIV/0! #DIV/0!
Mar-00 #DIV/0! #DIV/0!
Apr-00 #DIV/0! #DIV/0!
118
XXXXXX MICRO
OVERCOLLATERALIZATION SUMMARY
--------------------------------------------------------------------------------
($ in thousands)
ASSUMPTIONS:
AGING TYPE Due To Date
CREDIT MEMO LAG 30 30
DILUTION HORIZON 30 30
DEFAULT HORIZON 90 90
DEEMED DEFAULTS 91-120 91-120
FIRST PERIOD OF DATA JAN-97
RATING FACTOR 2.00=A 2
PROJECTED ADV. RATE 75%
The Company's method of aging its receivables.
Lag from the original invoice date to the credit memo date.
This represents the number of days of sales GE Capital/Redwood is exposed to
dilution. This is based on the maximum of how many days of sales are in our
borrowing or A/R turnover.
This represents the number of days of sales GE Capital/Redwood is lending on.
(i.e. If we are lending up to 90 days past invoice date, we would have 90 days
of sales in our borrowing base or 3 months).
Represents the next aging category outside of our borrowing base window (i.e. If
we are lending up to 90 days past invoice date, our deemed default would be the
91-120 aging category).
The beginning period of our historical data.
The rating factor is the stress factor used to underwrite a pool to a certain
credit level. (AAA = 2.5, AA=2.25, A=2.00, BBB=1.75).
Projected advance rate based on ((2 times dilution) plus 5%).
0.00% Max O/C
4/SALES AVG. OF LAST PRIOR 3 7X8
5 MONTHS AGO 3 MOS OF #5 OF 1 XFACTOR
1 2 3 4 5 6 7 8 9
91-120 Monthly 3 Month Highest Prior Default Rating
Month Sales A/R Dilutions Bucket Def. Ratio Average 12 mos of #6 Horizon Factor
---------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - -
Feb-97 - - - -
Mar-97 - - - -
Apr-97 - - - -
May-97 - - - - #DIV/0!
Jun-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Jul-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Aug-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Sep-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Oct-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Nov-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Dec-97 - - - - #DIV/0! 0.00% 0.00% 0 0
Jan-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Feb-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Mar-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Apr-98 - - - - #DIV/0! 0.00% 0.00% 0 0
May-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Jun-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Jul-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Aug-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Sep-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Oct-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Nov-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Dec-98 - - - - #DIV/0! 0.00% 0.00% 0 0
Jan-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Feb-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Mar-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Apr-99 - - - - #DIV/0! 0.00% 0.00% 0 0
May-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Jun-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Jul-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Aug-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Sep-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Oct-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Nov-99 - - - - #DIV/0! 0.00% 0.00% 0 0
Dec-99 - - - - #DIV/0! 0.00% 0.00% 0 0
3/1,1 SUM 12 MOS. PRIOR 1 HIGHEST PRIOR 4
MOS. AGO 10/TWELVE MOS. OF 1 11x12xFACT. TWELVE OF 00 00-00 00/11 12x15x16
10 11 12 13 14 15 16 17
Dilution 12 Month Avg Dilution Normal "Spike" Spike Less Spike Divided Spike
Month Percent Dil/Sales Horizon Dilution 12 Mos Avg 12 Month Avg Impact
------------------------------------------------------------------------------------------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97
May-97 0.00%
Jun-97 0.00%
Jul-97 0.00%
Aug-97 0.00%
Sep-97 0.00%
Oct-97 0.00%
Nov-97 0.00%
Dec-97 0.00%
Jan-98 0.00%
Feb-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Mar-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Apr-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
May-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jun-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jul-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Aug-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Sep-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Oct-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Nov-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Dec-98 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jan-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Feb-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Mar-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Apr-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
May-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jun-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Jul-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Aug-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Sep-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Oct-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Nov-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
Dec-99 0.00% 0.00% 0 0 0.00% 0.00% 0.00% 0
12x15x16 (13+17)/2 9/2 18+19
17 18 19 20 21
Spike Dilution Default Total GECC
Month Impact Coverage Coverage O/C LOC
-------------------------------------------------------------------------------------
Jan-97
Feb-97
Mar-97
Apr-97
May-97
Jun-97
Jul-97
Aug-97
Sep-97
Oct-97
Nov-97
Dec-97
Jan-98
Feb-98 0 0.00% 0.00% 0.00% 0.00%
Mar-98 0 0.00% 0.00% 0.00% 0.00%
Apr-98 0 0.00% 0.00% 0.00% 0.00%
May-98 0 0.00% 0.00% 0.00% 0.00%
Jun-98 0 0.00% 0.00% 0.00% 0.00%
Jul-98 0 0.00% 0.00% 0.00% 0.00%
Aug-98 0 0.00% 0.00% 0.00% 0.00%
Sep-98 0 0.00% 0.00% 0.00% 0.00%
Oct-98 0 0.00% 0.00% 0.00% 0.00%
Nov-98 0 0.00% 0.00% 0.00% 0.00%
Dec-98 0 0.00% 0.00% 0.00% 0.00%
Jan-99 0 0.00% 0.00% 0.00% 0.00%
Feb-99 0 0.00% 0.00% 0.00% 0.00%
Mar-99 0 0.00% 0.00% 0.00% 0.00%
Apr-99 0 0.00% 0.00% 0.00% 0.00%
May-99 0 0.00% 0.00% 0.00% 0.00%
Jun-99 0 0.00% 0.00% 0.00% 0.00%
Jul-99 0 0.00% 0.00% 0.00% 0.00%
Aug-99 0 0.00% 0.00% 0.00% 0.00%
Sep-99 0 0.00% 0.00% 0.00% 0.00%
Oct-99 0 0.00% 0.00% 0.00% 0.00%
Nov-99 0 0.00% 0.00% 0.00% 0.00%
Dec-99 0 0.00% 0.00% 0.00% 0.00%
1
119
XXXXXX MICRO
ACCOUNTS RECEIVABLE STATISTICS - PREVIOUS MASTER TRUST (NON CMD & SELECT SOURCE)
--------------------------------------------------------------------------------
($ in thousands)
Dilutive
------------------------------------------
BOM Gross Credit Inter-Co. Inter-Co. Defective Non- Stock A/P
Period A/R Balance Sales Sales Collections Collections Write-offs Product Resellable Balancing Adj.
--------------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - - - - - - - -
Feb-97 - - - - - - - - - -
Mar-97 - - - - - - - - - -
Apr-97 - - - - - - - - - -
May-97 - - - - - - - - - -
Jun-97 - - - - - - - - - -
Jul-97 - - - - - - - - - -
Aug-97 - - - - - - - - - -
Sep-97 - - - - - - - - - -
Oct-97 - - - - - - - - - -
Nov-97 - - - - - - - - - -
Dec-97 - - - - - - - - - -
Jan-98 - - - - - - - - - -
Feb-98 - - - - - - - - - -
Mar-98 - - - - - - - - - -
Apr-98 - - - - - - - - - -
May-98 - - - - - - - - - -
Jun-98 - - - - - - - - - -
Jul-98 - - - - - - - - - -
Aug-98 - - - - - - - - - -
Sep-98 - - - - - - - - - -
Oct-98 - - - - - - - - - -
Nov-98 - - - - - - - - - -
Dec-98 - - - - - - - - - -
Jan-99 - - - - - - - - - -
Feb-99 - - - - - - - - - -
Mar-99 - - - - - - - - - -
Apr-99 - - - - - - - - - -
May-99 - - - - - - - - - -
Jun-99 - - - - - - - - - -
Jul-99 - - - - - - - - - -
Aug-99 - - - - - - - - - -
Sep-99 - - - - - - - - - -
Oct-99 - - - - - - - - - -
Nov-99 - - - - - - - - - -
Dec-99 - - - - - - - - - -
Jan-00 - - - - - - - - - -
Feb-00 - - - - - - - - - -
Dilutive
-------------------
Turnover (w/o I/C) Dilution
Wrong Other Total EOM ------------------- -----------------
Period Shipment Dilutive Dilutive A/R Balance Days Mos. 12 Mos. Roll Mos. 12 Mos. Roll
---------------------------------------------------------------------------------------------------------
Jan-97 - - - - 28 - 0.0%
Feb-97 - - - - 28 - 0.0%
Mar-97 - - - - 35 - 0.0%
Apr-97 - - - - 28 - 0.0%
May-97 - - - - 28 - 0.0%
Jun-97 - - - - 35 - 0.0%
Jul-97 - - - - 28 - 0.0%
Aug-97 - - - - 28 - 0.0%
Sep-97 - - - - 35 - 0.0%
Oct-97 - - - - 28 - 0.0%
Nov-97 - - - - 28 - 0.0%
Dec-97 - - - - 35 - - 0.0% 0.0%
Jan-98 - - - - 28 - - 0.0% 0.0%
Feb-98 - - - - 28 - - 0.0% 0.0%
Mar-98 - - - - 35 - - 0.0% 0.0%
Apr-98 - - - - 28 - - 0.0% 0.0%
May-98 - - - - 28 - - 0.0% 0.0%
Jun-98 - - - - 35 - - 0.0% 0.0%
Jul-98 - - - - 28 - - 0.0% 0.0%
Aug-98 - - - - 28 - - 0.0% 0.0%
Sep-98 - - - - 35 - - 0.0% 0.0%
Oct-98 - - - - 28 - - 0.0% 0.0%
Nov-98 - - - - 28 - - 0.0% 0.0%
Dec-98 - - - - 35 - - 0.0% 0.0%
Jan-99 - - - - 28 - - 0.0% 0.0%
Feb-99 - - - - 28 - - 0.0% 0.0%
Mar-99 - - - - 35 - - 0.0% 0.0%
Apr-99 - - - - 28 - - 0.0% 0.0%
May-99 - - - - 28 - - 0.0% 0.0%
Jun-99 - - - - 35 - - 0.0% 0.0%
Jul-99 - - - - 28 - - 0.0% 0.0%
Aug-99 - - - - 28 - - 0.0% 0.0%
Sep-99 - - - - 35 - - 0.0% 0.0%
Oct-99 - - - - 28 - - 0.0% 0.0%
Nov-99 - - - - 28 - - 0.0% 0.0%
Dec-99 - - - - 35 - - 0.0% 0.0%
Jan-00 - - - - 28 - - 0.0% 0.0%
Feb-00 - - - - 28 - - 0.0% 0.0%
NOTE: REDUCTIONS TO THE BOM A/R BALANCE NEED TO BE INPUTTED AS A NEGATIVE
NUMBER.
18
120
XXXXXX MICRO
ACCOUNTS RECEIVABLE STATISTICS - PREVIOUS MASTER TRUST (SELECT SOURCE ONLY)
--------------------------------------------------------------------------------
($ in thousands)
Dilutive
------------------------------------------
BOM Gross Credit Inter-Co. Inter-Co. Defective Non- Stock A/P
Period A/R Balance Sales Sales Collections Collections Write-offs Product Resellable Balancing Adj.
--------------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - - - - - - -
Feb-97 - - - - - - - - -
Mar-97 - - - - - - - - -
Apr-97 - - - - - - - - -
May-97 - - - - - - - - -
Jun-97 - - - - - - - - -
Jul-97 - - - - - - - - -
Aug-97 - - - - - - - - -
Sep-97 - - - - - - - - -
Oct-97 - - - - - - - - -
Nov-97 - - - - - - - - -
Dec-97 - - - - - - - - -
Jan-98 - - - - - - - - -
Feb-98 - - - - - - - - -
Mar-98 - - - - - - - - -
Apr-98 - - - - - - - - -
May-98 - - - - - - - - -
Jun-98 - - - - - - - - -
Jul-98 - - - - - - - - -
Aug-98 - - - - - - - - -
Sep-98 - - - - - - - - -
Oct-98 - - - - - - - - -
Nov-98 - - - - - - - - -
Dec-98 - - - - - - - - - -
Jan-99 - - - - - - - - - -
Feb-99 - - - - - - - - - -
Mar-99 - - - - - - - - - -
Apr-99 - - - - - - - - - -
May-99 - - - - - - - - - -
Jun-99 - - - - - - - - - -
Jul-99 - - - - - - - - - -
Aug-99 - - - - - - - - - -
Sep-99 - - - - - - - - - -
Oct-99 - - - - - - - - - -
Nov-99 - - - - - - - - - -
Dec-99 - - - - - - - - - -
Jan-00 - - - - - - - - - -
Feb-00 - - - - - - - - - -
Dilutive
-------------------
Turnover (w/o I/C) Dilution
Wrong Other Total EOM ------------------- -----------------
Period Shipment Dilutive Dilutive A/R Balance Days Mos. 12 Mos. Roll Mos. 12 Mos. Roll
---------------------------------------------------------------------------------------------------------
Jan-97 - - - - 28 - 0.0%
Feb-97 - - - - 28 - 0.0%
Mar-97 - - - - 35 - 0.0%
Apr-97 - - - - 28 - 0.0%
May-97 - - - - 28 - 0.0%
Jun-97 - - - - 35 - 0.0%
Jul-97 - - - - 28 - 0.0%
Aug-97 - - - - 28 - 0.0%
Sep-97 - - - - 35 - 0.0%
Oct-97 - - - - 28 - 0.0%
Nov-97 - - - - 28 - 0.0%
Dec-97 - - - - 35 - 0.0%
Jan-98 - - - - 28 - 0.0%
Feb-98 - - - - 28 - 0.0%
Mar-98 - - - - 35 - 0.0%
Apr-98 - - - - 28 - 0.0%
May-98 - - - - 28 - 0.0%
Jun-98 - - - - 35 - 0.0%
Jul-98 - - - - 28 - 0.0%
Aug-98 - - - - 28 - 0.0%
Sep-98 - - - - 35 - 0.0%
Oct-98 - - - - 28 - 0.0%
Nov-98 - - - - 28 - 0.0%
Dec-98 - - - - 35 - 0.0%
Jan-99 - - - - 28 - 0.0%
Feb-99 - - - - 28 - 0.0%
Mar-99 - - - - 35 - 0.0%
Apr-99 - - - - 28 - 0.0%
May-99 - - - - 28 - 0.0%
Jun-99 - - - - 35 - 0.0%
Jul-99 - - - - 28 - 0.0%
Aug-99 - - - - 28 - 0.0%
Sep-99 - - - - 35 - 0.0%
Oct-99 - - - - 28 - 0.0%
Nov-99 - - - - 28 - 0.0%
Dec-99 - - - - 35 - - 0.0% 0.0%
Jan-00 - - - - 28 - - 0.0% 0.0%
Feb-00 - - - - 28 - - 0.0% 0.0%
NOTE: REDUCTIONS TO THE BOM A/R BALANCE NEED TO BE INPUTTED AS A NEGATIVE
NUMBER.
19
121
XXXXXX MICRO
ACCOUNTS RECEIVABLE STATISTICS (NON CMD ONLY)
--------------------------------------------------------------------------------
($ in thousands)
NOTE: REDUCTIONS TO THE BOM A/R BALANCE NEED TO BE INPUTTED AS A NEGATIVE
NUMBER.
Dilutive
------------------------------------------
BOM Gross Credit Inter-Co. Inter-Co. Defective Non- Stock A/P
Period A/R Balance Sales Sales Collections Collections Write-offs Product Resellable Balancing Adj.
--------------------------------------------------------------------------------------------------------------------------------
Jan-97 - - - - - - - - - -
Feb-97 - - - - - - - - - -
Mar-97 - - - - - - - - - -
Apr-97 - - - - - - - - - -
May-97 - - - - - - - - - -
Jun-97 - - - - - - - - - -
Jul-97 - - - - - - - - - -
Aug-97 - - - - - - - - - -
Sep-97 - - - - - - - - - -
Oct-97 - - - - - - - - - -
Nov-97 - - - - - - - - - -
Dec-97 - - - - - - - - - -
Jan-98 - - - - - - - - - -
Feb-98 - - - - - - - - - -
Mar-98 - - - - - - - - - -
Apr-98 - - - - - - - - - -
May-98 - - - - - - - - - -
Jun-98 - - - - - - - - - -
Jul-98 - - - - - - - - - -
Aug-98 - - - - - - - - - -
Sep-98 - - - - - - - - - -
Oct-98 - - - - - - - - - -
Nov-98 - - - - - - - - - -
Dec-98 - - - - - - - - - -
Jan-99 - - - - - - - - - -
Feb-99 - - - - - - - - - -
Mar-99 - - - - - - - - - -
Apr-99 - - - - - - - - - -
May-99 - - - - - - - - - -
Jun-99 - - - - - - - - - -
Jul-99 - - - - - - - - - -
Aug-99 - - - - - - - - - -
Sep-99 - - - - - - - - - -
Oct-99 - - - - - - - - - -
Nov-99 - - - - - - - - - -
Dec-99 - - - - - - - - - -
Jan-00 - - - - - - - - - -
Feb-00 - - - - - - - - - -
Dilutive
-------------------
Turnover (w/o I/C) Dilution
Wrong Other Total EOM ------------------- -----------------
Period Shipment Dilutive Dilutive A/R Balance Days Mos. 12 Mos. Roll Mos. 12 Mos. Roll
---------------------------------------------------------------------------------------------------------
Jan-97 - - - - 28 - 0.0%
Feb-97 - - - - 28 - 0.0%
Mar-97 - - - - 35 - 0.0%
Apr-97 - - - - 28 - 0.0%
May-97 - - - - 28 - 0.0%
Jun-97 - - - - 35 - 0.0%
Jul-97 - - - - 28 - 0.0%
Aug-97 - - - - 28 - 0.0%
Sep-97 - - - - 35 - 0.0%
Oct-97 - - - - 28 - 0.0%
Nov-97 - - - - 28 - 0.0%
Dec-97 - - - - 35 - - 0.0% 0.0%
Jan-98 - - - - 28 - - 0.0% 0.0%
Feb-98 - - - - 28 - - 0.0% 0.0%
Mar-98 - - - - 35 - - 0.0% 0.0%
Apr-98 - - - - 28 - - 0.0% 0.0%
May-98 - - - - 28 - - 0.0% 0.0%
Jun-98 - - - - 35 - - 0.0% 0.0%
Jul-98 - - - - 28 - - 0.0% 0.0%
Aug-98 - - - - 28 - - 0.0% 0.0%
Sep-98 - - - - 35 - - 0.0% 0.0%
Oct-98 - - - - 28 - - 0.0% 0.0%
Nov-98 - - - - 28 - - 0.0% 0.0%
Dec-98 - - - - 35 - - 0.0% 0.0%
Jan-99 - - - - 28 - - 0.0% 0.0%
Feb-99 - - - - 28 - - 0.0% 0.0%
Mar-99 - - - - 35 - - 0.0% 0.0%
Apr-99 - - - - 28 - - 0.0% 0.0%
May-99 - - - - 28 - - 0.0% 0.0%
Jun-99 - - - - 35 - - 0.0% 0.0%
Jul-99 - - - - 28 - - 0.0% 0.0%
Aug-99 - - - - 28 - - 0.0% 0.0%
Sep-99 - - - - 35 - - 0.0% 0.0%
Oct-99 - - - - 28 - - 0.0% 0.0%
Nov-99 - - - - 28 - - 0.0% 0.0%
Dec-99 - - - - 35 - - 0.0% 0.0%
Jan-00 - - - - 28 - - 0.0% 0.0%
Feb-00 - - - - 28 - - 0.0% 0.0%
20
122
XXXXXX MICRO
ACCOUNTS RECEIVABLE AGING COMPARATIVE - PREVIOUS MASTER TRUST
(NON CMD & SELECT SOURCE)
--------------------------------------------------------------------------------
($ in thousands)
Aging Type - Due Date
PERIOD DIFF CURRENT 1-30 31-60 00-00 00-000 120+ TOTAL DIFF CURRENT
------ ---- ------- ---- ----- ----- ------ ---- ----- ---- -------
Jan-97 - - - - - - - - 0.0% 0.0%
Feb-97 - - - - - - - - 0.0% 0.0%
Mar-97 - - - - - - - - 0.0% 0.0%
Apr-97 - - - - - - - - 0.0% 0.0%
May-97 - - - - - - - - 0.0% 0.0%
Jun-97 - - - - - - - - 0.0% 0.0%
Jul-97 - - - - - - - - 0.0% 0.0%
Aug-97 - - - - - - - - 0.0% 0.0%
Sep-97 - - - - - - - - 0.0% 0.0%
Oct-97 - - - - - - - - 0.0% 0.0%
Nov-97 - - - - - - - - 0.0% 0.0%
Dec-97 - - - - - - - - 0.0% 0.0%
Jan-98 - - - - - - - - 0.0% 0.0%
Feb-98 - - - - - - - - 0.0% 0.0%
Mar-98 - - - - - - - - 0.0% 0.0%
Apr-98 - - - - - - - - 0.0% 0.0%
May-98 - - - - - - - - 0.0% 0.0%
Jun-98 - - - - - - - - 0.0% 0.0%
Jul-98 - - - - - - - - 0.0% 0.0%
Aug-98 - - - - - - - - 0.0% 0.0%
Sep-98 - - - - - - - - 0.0% 0.0%
Oct-98 - - - - - - - - 0.0% 0.0%
Nov-98 - - - - - - - - 0.0% 0.0%
Dec-98 - - - - - - - - 0.0% 0.0%
Jan-99 - - - - - - - - 0.0% 0.0%
Feb-99 - - - - - - - - 0.0% 0.0%
Mar-99 - - - - - - - - 0.0% 0.0%
Apr-99 - - - - - - - - 0.0% 0.0%
May-99 - - - - - - - - 0.0% 0.0%
Jun-99 - - - - - - - - 0.0% 0.0%
Jul-99 - - - - - - - - 0.0% 0.0%
Aug-99 - - - - - - - - 0.0% 0.0%
Sep-99 - - - - - - - - 0.0% 0.0%
Oct-99 - - - - - - - - 0.0% 0.0%
Nov-99 - - - - - - - - 0.0% 0.0%
Dec-99 - - - - - - - - 0.0% 0.0%
Jan-00 - - - - - - - - 0.0% 0.0%
Feb-00 - - - - - - - - 0.0% 0.0%
PERIOD 1-30 31-60 00-00 00-000 120+ TOTAL
------ ---- ----- ----- ------ ---- -----
Jan-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
21
123
XXXXXX MICRO
ACCOUNTS RECEIVABLE AGING COMPARATIVE - PREVIOUS MASTER TRUST (SELECT SOURCE
ONLY)
--------------------------------------------------------------------------------
($ in thousands)
Aging Type - Due Date 13,196 12,649
PERIOD DIFF CURRENT 1-30 31-60 00-00 00-000 120+ TOTAL DIFF CURRENT
------ ---- ------- ---- ----- ----- ------ ---- ----- ---- -------
Jan-97 - - - - - - - - 0.0% 0.0%
Feb-97 - - - - - - - - 0.0% 0.0%
Mar-97 - - - - - - - - 0.0% 0.0%
Apr-97 - - - - - - - - 0.0% 0.0%
May-97 - - - - - - - - 0.0% 0.0%
Jun-97 - - - - - - - - 0.0% 0.0%
Jul-97 - - - - - - - - 0.0% 0.0%
Aug-97 - - - - - - - - 0.0% 0.0%
Sep-97 - - - - - - - - 0.0% 0.0%
Oct-97 - - - - - - - - 0.0% 0.0%
Nov-97 - - - - - - - - 0.0% 0.0%
Dec-97 - - - - - - - - 0.0% 0.0%
Jan-98 - - - - - - - - 0.0% 0.0%
Feb-98 - - - - - - - - 0.0% 0.0%
Mar-98 - - - - - - - - 0.0% 0.0%
Apr-98 - - - - - - - - 0.0% 0.0%
May-98 - - - - - - - - 0.0% 0.0%
Jun-98 - - - - - - - - 0.0% 0.0%
Jul-98 - - - - - - - - 0.0% 0.0%
Aug-98 - - - - - - - - 0.0% 0.0%
Sep-98 - - - - - - - - 0.0% 0.0%
Oct-98 - - - - - - - - 0.0% 0.0%
Nov-98 - - - - - - - - 0.0% 0.0%
Dec-98 - - - - - - - - 0.0% 0.0%
Jan-99 - - - - - - - - 0.0% 0.0%
Feb-99 - - - - - - - - 0.0% 0.0%
Mar-99 - - - - - - - - 0.0% 0.0%
Apr-99 - - - - - - - - 0.0% 0.0%
May-99 - - - - - - - - 0.0% 0.0%
Jun-99 - - - - - - - - 0.0% 0.0%
Jul-99 - - - - - - - - 0.0% 0.0%
Aug-99 - - - - - - - - 0.0% 0.0%
Sep-99 - - - - - - - - 0.0% 0.0%
Oct-99 - - - - - - - - 0.0% 0.0%
Nov-99 - - - - - - - - 0.0% 0.0%
Dec-99 - - - - - - - - 0.0% 0.0%
Jan-00 - - - - - - - - 0.0% 0.0%
Feb-00 - - - - - - - - 0.0% 0.0%
PERIOD 1-30 31-60 00-00 00-000 120+ TOTAL
------ ---- ----- ----- ------ ---- -----
Jan-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Mar-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Apr-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
May-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jun-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jul-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Aug-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Sep-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Oct-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Nov-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Dec-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Jan-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Feb-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
22
124
XXXXXX MICRO
ACCOUNTS RECEIVABLE AGING COMPARATIVE (NON CMD ONLY)
--------------------------------------------------------------------------------
($ in thousands)
Aging Type - Due Date
PERIOD DIFF CURRENT 1-30 31-60 00-00 00-000 120+ TOTAL DIFF CURRENT
------ ---- ------- ---- ----- ----- ------ ---- ----- ---- -------
Jan-97 - - - - - - - - 0.0% 0.0%
Feb-97 - - - - - - - - 0.0% 0.0%
Mar-97 - - - - - - - - 0.0% 0.0%
Apr-97 - - - - - - - - 0.0% 0.0%
May-97 - - - - - - - - 0.0% 0.0%
Jun-97 - - - - - - - - 0.0% 0.0%
Jul-97 - - - - - - - - 0.0% 0.0%
Aug-97 - - - - - - - - 0.0% 0.0%
Sep-97 - - - - - - - - 0.0% 0.0%
Oct-97 - - - - - - - - 0.0% 0.0%
Nov-97 - - - - - - - - 0.0% 0.0%
Dec-97 - - - - - - - - 0.0% 0.0%
Jan-98 - - - - - - - - 0.0% 0.0%
Feb-98 - - - - - - - - 0.0% 0.0%
Mar-98 - - - - - - - - 0.0% 0.0%
Apr-98 - - - - - - - - 0.0% 0.0%
May-98 - - - - - - - - 0.0% 0.0%
Jun-98 - - - - - - - - 0.0% 0.0%
Jul-98 - - - - - - - - 0.0% 0.0%
Aug-98 - - - - - - - - 0.0% 0.0%
Sep-98 - - - - - - - - 0.0% 0.0%
Oct-98 - - - - - - - - 0.0% 0.0%
Nov-98 - - - - - - - - 0.0% 0.0%
Dec-98 - - - - - - - - 0.0% 0.0%
Jan-99 - - - - - - - - 0.0% 0.0%
Feb-99 - - - - - - - - 0.0% 0.0%
Mar-99 - - - - - - - - 0.0% 0.0%
Apr-99 - - - - - - - - 0.0% 0.0%
May-99 - - - - - - - - 0.0% 0.0%
Jun-99 - - - - - - - - 0.0% 0.0%
Jul-99 - - - - - - - - 0.0% 0.0%
Aug-99 - - - - - - - - 0.0% 0.0%
Sep-99 - - - - - - - - 0.0% 0.0%
Oct-99 - - - - - - - - 0.0% 0.0%
Nov-99 - - - - - - - - 0.0% 0.0%
Dec-99 - - - - - - - - 0.0% 0.0%
Jan-00 - - - - - - - - 0.0% 0.0%
Feb-00 - - - - - - - - 0.0% 0.0%
PERIOD 1-30 31-60 00-00 00-000 120+ TOTAL CHECK S/B=0
------ ---- ----- ----- ------ ---- ----- -----------
Jan-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Mar-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Apr-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
May-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jun-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jul-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Aug-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Sep-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Oct-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Nov-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Dec-97 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jan-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Mar-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Apr-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
May-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jun-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jul-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Aug-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Sep-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Oct-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Nov-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Dec-98 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jan-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Mar-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Apr-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
May-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jun-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jul-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Aug-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Sep-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Oct-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Nov-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Dec-99 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Jan-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% -
Feb-00 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
23
125
XXXXXX MICRO
Collateral Trigger Calculations
FYE December
TRIGGER 8.0% 30.0
============================================================================================
($ in thousands)
DILUTION RATIO RECEIVABLE COLLECTION TURNOVER
------------------------------------------ ------------------------------
Gross Dilutive Monthly Rolling 6 - Monthly Rolling 6 -
Period Sales Credits Dilution Months T/O Month
-------------------------------- ---------------------------------------------
Jan-97 0 0 0.0% 0.0
Feb-97 0 0 0.0% 0.0
Mar-97 0 0 0.0% 0.0
Apr-97 0 0 0.0% 0.0
May-97 0 0 0.0% 0.0
Jun-97 0 0 0.0% 0.0% 0.0 -
Jul-97 0 0 0.0% 0.0% 0.0 -
Aug-97 0 0 0.0% 0.0% 0.0 -
Sep-97 0 0 0.0% 0.0% 0.0 -
Oct-97 0 0 0.0% 0.0% 0.0 -
Nov-97 0 0 0.0% 0.0% 0.0 -
Dec-97 0 0 0.0% 0.0% 0.0 -
Jan-98 0 0 0.0% 0.0% 0.0 -
Feb-98 0 0 0.0% 0.0% 0.0 -
Mar-98 0 0 0.0% 0.0% 0.0 -
Apr-98 0 0 0.0% 0.0% 0.0 -
May-98 0 0 0.0% 0.0% 0.0 -
Jun-98 0 0 0.0% 0.0% 0.0 -
Jul-98 0 0 0.0% 0.0% 0.0 -
Aug-98 0 0 0.0% 0.0% 0.0 -
Sep-98 0 0 0.0% 0.0% 0.0 -
Oct-98 0 0 0.0% 0.0% 0.0 -
Nov-98 0 0 0.0% 0.0% 0.0 -
Dec-98 0 0 0.0% 0.0% 0.0 -
Jan-99 0 0 0.0% 0.0% 0.0 -
Feb-99 0 0 0.0% 0.0% 0.0 -
Mar-99 0 0 0.0% 0.0% 0.0 -
Apr-99 0 0 0.0% 0.0% 0.0 -
May-99 0 0 0.0% 0.0% 0.0 -
Jun-99 0 0 0.0% 0.0% 0.0 -
Jul-99 0 0 0.0% 0.0% 0.0 -
Aug-99 0 0 0.0% 0.0% 0.0 -
Sep-99 0 0 0.0% 0.0% 0.0 -
Oct-99 0 0 0.0% 0.0% 0.0 -
Nov-99 0 0 0.0% 0.0% 0.0 -
Dec-99 0 0 0.0% 0.0% OK 0.0 - OK
Jan-00 0 0 0.0% 0.0% OK 0.0 - OK
Feb-00 0 0 0.0% 0.0% OK 0.0 - OK
CALCULATION
High 0.0% -
Low 0.0% -
Average 0.0% -
STD Deviation 0.0% -
High + 1 std deviations 0.0% -
TRIGGER 5.0%
===================================================================================
($ in thousands)
DEFAULT RATIO
------------------------------------------------------------------
Total >60 Total Monthly Rolling 6 -
Period A/R EOM $ write-offs W/O & >60 Default Month
--------------------------------------------------------- -----------
Jan-97 - - - - #DIV/0!
Feb-97 - - - - #DIV/0!
Mar-97 - - - - #DIV/0!
Apr-97 - - - - #DIV/0!
May-97 - - - - #DIV/0!
Jun-97 - - - - #DIV/0! 0.0%
Jul-97 - - - - #DIV/0! 0.0%
Aug-97 - - - - #DIV/0! 0.0%
Sep-97 - - - - #DIV/0! 0.0%
Oct-97 - - - - #DIV/0! 0.0%
Nov-97 - - - - #DIV/0! 0.0%
Dec-97 - - - - #DIV/0! 0.0%
Jan-98 - - - - #DIV/0! 0.0%
Feb-98 - - - - #DIV/0! 0.0%
Mar-98 - - - - #DIV/0! 0.0%
Apr-98 - - - - #DIV/0! 0.0%
May-98 - - - - #DIV/0! 0.0%
Jun-98 - - - - #DIV/0! 0.0%
Jul-98 - - - - #DIV/0! 0.0%
Aug-98 - - - - #DIV/0! 0.0%
Sep-98 - - - - #DIV/0! 0.0%
Oct-98 - - - - #DIV/0! 0.0%
Nov-98 - - - - #DIV/0! 0.0%
Dec-98 - - - - #DIV/0! 0.0%
Jan-99 - - - - #DIV/0! 0.0%
Feb-99 - - - - #DIV/0! 0.0%
Mar-99 - - - - #DIV/0! 0.0%
Apr-99 - - - - #DIV/0! 0.0%
May-99 - - - - #DIV/0! 0.0%
Jun-99 - - - - #DIV/0! 0.0%
Jul-99 - - - - #DIV/0! 0.0%
Aug-99 - - - - #DIV/0! 0.0%
Sep-99 - - - - #DIV/0! 0.0%
Oct-99 - - - - #DIV/0! 0.0%
Nov-99 - - - - #DIV/0! 0.0%
Dec-99 - - - - #DIV/0! 0.0% OK
Jan-00 - - - - #DIV/0! 0.0% OK
Feb-00 - - - - #DIV/0! 0.0% OK
CALCULATION
High 0.0%
Low 0.0%
Average 0.0%
STD Deviation 0.0%
High + 1 std deviations 0.0%
24
126
XXXXXX MICRO
Collateral Trigger Calculations
FYE December
TRIGGER 8.0% 30.0
============================================================================================
($ in thousands)
DILUTION RATIO RECEIVABLE COLLECTION TURNOVER
------------------------------------------ ------------------------------
Gross Dilutive Monthly Rolling 6 - Monthly Rolling 6 -
Period Sales Credits Dilution Months T/O Month
-------------------------------- ---------------------------------------------
TRIGGER 5.0%
===================================================================================
($ in thousands)
DEFAULT RATIO
------------------------------------------------------------------
Total >60 Total Monthly Rolling 6 -
Period A/R EOM $ write-offs W/O & >60 Default Month
--------------------------------------------------------- -----------
25
127
EXHIBIT F
TO
SERIES 2000-1 SUPPLEMENT
FORM OF ISSUANCE/INCREASE NOTICE
_______ ,20__
THE CHASE MANHATTAN BANK
[450 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000]
Telecopier: (000) 000-0000
Attention: Capital Markets Fiduciary Services-Xxxxxx Funding
Master Trust
Ladies and Gentlemen:
Reference is hereby made to the Series 2000-1 Supplement, dated as of
March 8, 2000 (as amended, restated, supplemented or otherwise modified from
time to time, the "Supplement"), among Xxxxxx Funding Inc. (the "Company"),
Xxxxxx Micro Inc. as Master Servicer (in such capacity, the "Master Servicer"),
General Electric Capital Corporation, as agent (the "Agent"), Redwood
Receivables Corporation, as the initial purchaser (the "Initial Purchaser"), the
financial institutions from time to time party thereto, as liquidity banks and
The Chase Manhattan Bank, as Trustee. Capitalized terms used in this Notice and
not otherwise defined herein shall have the meanings assigned thereto in the
Supplement.
This Notice constitutes the notice required in connection with [the
initial issuance] [an Increase] pursuant to Section 2.05(a) of the Supplement.
The [Master Servicer] [Company] hereby requests [a purchase in respect
of the initial issuance of the VFC Certificate] [an Increase] be made by the
Purchasers on _________, _____ in the aggregate amount of $_______.
The [Master Service] [Company] hereby represents and warrants, as of
the date of such [initial issuance] [Increase] after giving effect thereto, that
the conditions set forth in Section 2.05 of the Supplement with respect to such
[initial issuance] [Increase] have been satisfied.
F-1
128
IN WITNESS WHEREOF, the undersigned has caused this Notice to be
executed by its duly authorized officer as of the date first above written.
[XXXXXX MICRO INC., as Master
Servicer] [XXXXXX FUNDING INC.]
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
F-2
129
SCHEDULE 1
TO
SERIES 2000-1 SUPPLEMENT
COMMITMENTS
Redwood Receivables Corporation $700,000,000
130
SCHEDULE 2
TO
SERIES 2000-1 SUPPLEMENT
TRUST ACCOUNTS
DDA # Account Name
----- ------------
507-893867 Ingram Series 2000-1 Coll Subaccount
507-893875 Ingram Ser 2000-1 Princ Coll Sub-Sub A/C
507-893883 Ingram Ser 2000-1 NonPrin Coll Sb-sb A/C
507-893905 Ingram Ser 2000-1 Acc Int Sub-Sub A/C
