EXHIBIT 99.1
================================================================================
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
Seller
DEUTSCHE FINANCIAL SERVICES CORPORATION
Servicer
and
THE CHASE MANHATTAN BANK
Trustee
-------------------------------------
SERIES 1999-1 SUPPLEMENT
Dated as of June 1, 1999
to
POOLING AND SERVICING AGREEMENT
Amended and Restated as of October 1, 1996
--------------------------------------
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
SERIES 1999-1
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series 1999-1 Certificates
SECTION 1.1. Designation................................................. 1
SECTION 1.2. Issuance of Series 1999-1 Certificates...................... 1
ARTICLE II
Definitions
SECTION 2.1. Definitions................................................. 1
SECTION 2.2. Business Day Certificate.................................... 12
ARTICLE III
Servicing Fee
SECTION 3.1. Servicing Compensation...................................... 13
ARTICLE IV
Rights of Series 1999-1 Certificateholders and
Allocation and Application of Collections
SECTION 4.1. Allocations................................................. 14
SECTION 4.2. Determination of Interest................................... 14
SECTION 4.3. Weekly Principal............................................ 15
SECTION 4.4. Series 1999-1 Accounts...................................... 15
SECTION 4.5. Deficiency Amount........................................... 17
SECTION 4.6. Application of Series 1999-1 Non-Principal Collections,
Investment Proceeds and Available Series 1999-1
Principal Collections....................................... 18
SECTION 4.7. Distributions to Series 1999-1 Certificateholders............. 20
SECTION 4.8. Application of Reserve Fund and Available Subordinated
Amount...................................................... 21
SECTION 4.9. Series 1999-1 Charge-Offs................................... 22
SECTION 4.10. Excess Servicing............................................ 23
ARTICLE V
Distribution and Reports to
Series 1999-1 Certificateholders
SECTION 5.1. Distributions............................................... 23
SECTION 5.2. Reports and Statements to Series 1999-1 Certificateholders.. 23
i
SECTION 5.3. Notice as to Overconcentration Amount........................ 24
ARTICLE VI
Early Amortization Events
SECTION 6.1. Additional Early Amortization Events......................... 24
ARTICLE VII
Optional Repurchase
SECTION 7.1. Optional Repurchase.......................................... 25
ARTICLE VIII
Final Distributions
SECTION 8.1. Sale of Certificateholders' Interest Pursuant to
Section 2.3 of the Agreement; Distributions Pursuant to
Section 7.1 of this Series Supplement or Section 2.3 or
12.2(c) of the Agreement..................................... 25
SECTION 8.2. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.2
of the Agreement............................................. 26
ARTICLE IX
Miscellaneous Provisions
SECTION 9.1. Name of Trust................................................ 27
SECTION 9.2. Ratification of Agreement.................................... 28
SECTION 9.3. Counterparts................................................. 28
SECTION 9.4. Governing Law................................................ 28
SECTION 9.5. Waiver....................................................... 28
SECTION 9.6. The Trustee.................................................. 28
SECTION 9.7. Instructions in Writing...................................... 28
SECTION 9.8. Initial Funding of Reserve Fund.............................. 28
SECTION 9.9. Restrictions on Transfer of Series 1999-1 Certificates....... 28
SECTION 9.10. Deposits in Collection Account............................... 30
SECTION 9.11. Notice of Issuance........................................... 30
SECTION 9.12. Severability; Certificate Rate Limitation.................... 30
SECTION 9.13. Headings..................................................... 31
EXHIBITS
Exhibit A Form of Series 1999-1 Certificate
Exhibit B Distribution Date Statement
Exhibit C Investment Letter
ii
SCHEDULES
Schedule 1 Series 1999-1 Accounts
Schedule 2 Certain Terms Used in the Definition of
Specified Available Subordination Amount
iii
SERIES 1999-1 SUPPLEMENT dated as of June 1, 1999 (this "Series
Supplement") among DEUTSCHE FLOORPLAN RECEIVABLES, L.P., a Delaware limited
partnership, as Seller, DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada
corporation, as Servicer, and THE CHASE MANHATTAN BANK, a New York banking
corporation, as Trustee.
Pursuant to Section 6.3 of the Pooling and Servicing Agreement, dated as of
December 1, 1993, amended and restated as of March 1, 1994, further amended as
of January 24, 1996 and amended and restated as of October 1, 1996 (as the same
may be further amended, amended and restated or otherwise modified from time to
time, the "Agreement" or the "Pooling and Servicing Agreement"), among the
Seller, the Servicer and the Trustee, the Seller may from time to time direct
the Trustee to issue, on behalf of the Trust, one or more new Series of Investor
Certificates. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.
Pursuant to this Series Supplement, the Seller and the Trustee shall create
a new Series of Investor Certificates and specify the Principal Terms thereof.
ARTICLE I
Creation of the Series 1999-1 Certificates
------------------------------------------
SECTION 1.1. Designation. (a) There is hereby created a Series of
Investor Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "Floating Rate Asset Backed Certificates, Series
1999-1," which shall consist of one Class.
(b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.
SECTION 1.2. Issuance of Series 1999-1 Certificates. On the Closing Date
and from time to time thereafter until the end of the Commitment Period, subject
to the terms of the Certificate Purchase Agreement, the Trustee shall
authenticate and deliver Series 1999-1 Certificates to or upon the order of the
Seller, which order may be given under manual or facsimile signature; provided
that the maximum outstanding principal balance of all Series 1999- 1
Certificates (giving effect to payments in reduction of the outstanding
principal balance of the Series 1999-1 Certificates under this Series
Supplement) shall not exceed the Maximum Funding Amount.
ARTICLE II
Definitions
-----------
SECTION 2.1. Definitions. (a) Whenever used in this Series Supplement the
following words and phrases shall have the following meanings:
"Accrual Period" shall mean, with respect to any Principal Reduction Date
(the "current Principal Reduction Date"), the period from (but excluding) the
second Business Day prior to the Principal Reduction Date immediately preceding
the current Principal Reduction Date to and including the second Business Day
prior to the current Principal Reduction Date; provided that the first Accrual
Period shall be the period from and including the Closing Date to and including
July 6, 1999; provided, further, that the first Principal Reduction Date shall
be July 8, 1999.
"Additional Amounts" shall have the meaning specified in the Certificate
Purchase Agreement.
"Additional Base Rate Interest" shall have the meaning specified in Section
4.2(c).
"Additional CP Interest" shall have the meaning specified in Section
4.2(b).
"Additional Early Amortization Event" shall have the meaning specified in
Section 6.1.
"Additional Interest" shall mean Additional Base Rate Interest, Additional
CP Interest or Additional LIBO Interest, as the case may be.
"Additional LIBO Interest" shall have the meaning specified in Section
4.2(d).
"Administrative Agent" shall have the meaning set forth in the Certificate
Purchase Agreement.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Principal Reduction Date, the product of (a) the Series 1999-1 Allocation
Percentage for the Collection Period in which such Principal Reduction Date
occurs and (b) Miscellaneous Payments with respect to the Accrual Period ending
immediately prior to such Principal Reduction Date.
"Available Seller's Collections" shall mean, with respect to any Deposit
Date, the sum of (a) the Available Seller's Non-Principal Collections for such
Deposit Date and (b) the Available Seller's Principal Collections for such
Deposit Date; provided, however, that the Available Seller's Collections shall
be zero for any Collection Period with respect to which the Available
Subordinated Amount is zero on the Determination Date immediately following the
end of such Collection Period.
"Available Seller's Non-Principal Collections" shall mean, with respect to
any Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Seller's Percentage for the related Collection Period over
(ii) the Excess Seller's Percentage for such Collection Period by (b) Non-
Principal Collections for such Deposit Date.
"Available Seller's Principal Collections" shall mean, with respect to any
Deposit Date, an amount equal to the result obtained by multiplying (a) the
excess of (i) the Seller's Percentage for the related Collection Period over
(ii) the Excess Seller's Percentage for such Collection Period by (b) Principal
Collections for such Deposit Date.
-2-
"Available Series 1999-1 Principal Collections" shall mean, with respect to
any Principal Reduction Date, the sum of (a) an amount equal to Series 1999-1
Principal Collections for the related Accrual Period, (b) Allocable
Miscellaneous Payments, if any, with respect to such Principal Reduction Date
and (c) on and after the Termination Date, any funds in the Reserve Fund after
giving effect to Section 4.8.
"Available Subordinated Amount" shall mean, as of any Determination Date,
the result of (a) the sum of the Specified Available Subordination Amounts,
minus (b) the aggregate of the Required Subordination Draw Amounts for all
preceding Distribution Dates to the extent provided in Section 4.8.
"Base Rate" shall mean a rate per annum equal to the corporate base rate,
prime rate or base rate of interest, as applicable, announced by FNBC from time
to time, changing when and as such rate changes.
"Base Rate Interest Amount" shall mean, with respect to any Distribution
Date, the summation, with respect to each Base Rate Tranche outstanding during
the immediately preceding Collection Period, for each day during such Collection
Period, of the result of (a) the product of the Base Rate applicable to such
Base Rate Tranche on such day, and (ii) the portion of the Invested Amount, if
any, allocated to such Base Rate Tranche on such day, divided by (b) 365.
"Base Rate Interest Shortfall" shall have the meaning specified in Section
4.2(c).
"Base Rate Tranche" shall mean the portion of the Invested Amount, if any,
for which interest is calculated by reference to the Base Rate in accordance
with the Certificate Purchase Agreement.
"Benefit Plan" shall have the meaning specified in Section 9.9.
"Business Day" means any day (other than a Saturday or a Sunday) on which
banks are not authorized or obligated (by law, executive order or governmental
decree) to close in New York, New York, St. Louis, Missouri or Chicago,
Illinois, and, if the applicable Business Day relates to any computation or
payment to be made with respect to the LIBO Rate, any day on which dealings in
dollar deposits are carried on in the London interbank market.
"Certificate Assignment" shall mean any sale, assignment or transfer of a
Series 1999-1 Certificate.
"Certificate Purchase Agreement" shall mean that certain Certificate
Purchase Agreement dated as of the Closing Date among the Seller, the Servicer,
the Conduit Purchasers party thereto, the Administrative Agent, and FNBC as
Committed Purchaser, as the same may be amended, amended and restated or
otherwise modified from time to time.
-3-
"Certificate Rate" shall mean the Base Rate, the CP Rate or the LIBO Rate,
as the case may be.
"Certificateholders" shall mean the Series 1999-1 Certificateholders.
"Certificateholders' Monthly Servicing Fee" shall have the meaning
specified in Section 3.1.
"Certificates" shall mean the Series 1999-1 Certificates.
"Closing Date" shall mean June 28, 1999.
"Commercial Paper" shall have the meaning specified in the Certificate
Purchase Agreement.
"Commitment Fee" shall have the meaning specified in the Fee Letter.
"Commitment Period" shall mean the period beginning at the opening of
business on the Closing Date and ending on the earliest to occur of: (i) the
issuance of a new Series of Investor Certificates in the term asset-backed
securities market; (ii) the date designated in a notice from the Seller to the
Trustee and the Administrative Agent as the "Commitment Period Termination
Date", which notice shall be given not less than two Business Days prior to such
"Commitment Period Termination Date"; (iii) the Overconcentration Termination
Date (as such term is defined in clause (c) of the definition of Specified
Available Subordination Amount); (iv) December 31, 1999; and (v) the close of
business on the day an Early Amortization Period commences; provided, however,
that, if any Early Amortization Period ends as described in clause (c) of the
definition of Early Amortization Period in the Agreement, the Commitment Period
shall recommence as of the close of business on the day such Early Amortization
Period ends.
"Conduit Purchasers" shall have the meaning specified in the Certificate
Purchase Agreement.
"CP Interest Amount" shall mean, with respect to any Distribution Date, the
summation, with respect to each CP Tranche outstanding during the immediately
preceding Collection Period, for each day during such Collection Period, of the
result of (a) the product of (i) the CP Rate applicable to such CP Tranche, and
(ii) the portion of the Invested Amount, if any, allocated to such CP Tranche on
such day, divided by (b) 360.
"CP Interest Shortfall" shall have the meaning specified in Section 4.2.
"CP Rate" means, with respect to each Conduit Purchaser, the sum of (i)
twenty-five basis points (0.25%) per annum, plus (ii) the per annum rate,
equivalent to the rate (or if more than one rate, the weighted average of the
rates) at which Commercial Paper having a term equal to the relevant CP Tranche
Period may be sold by any placement agent or commercial paper
-4-
dealer reasonably selected by such Conduit Purchaser, as agreed between each
such dealer or agent and such Conduit Purchaser, plus the amount of any
placement agent or commercial paper dealer fees incurred in connection with such
sale and other costs associated with funding small or odd-lot amounts; provided,
that if the rate (or any of the rates) as agreed between any such agent or
dealer and such Conduit Purchaser is a discount rate (or rates), then clause
(ii) of the "CP Rate" for such CP Tranche Period shall be the rate (or if more
than one rate, the weighted average of the rates) result from converting such
discount rate (or rates) to an interest-bearing equivalent rate per annum.
"CP Tranche" shall mean the portion of the Invested Amount, if any, for
which interest is calculated by reference to a CP Rate (and determined by
reference to a particular CP Tranche Period) in accordance with the Certificate
Purchase Agreement.
"CP Tranche Period" shall mean, with respect to any CP Tranche, a period of
days not to exceed 90 days commencing on a Business Day selected pursuant to the
Certificate Purchase Agreement, provided that
(1) if any CP Tranche Period would otherwise end on a day that is not
a Business Day, such CP Tranche Period shall be extended to the next
succeeding Business Day;
(2) any CP Tranche Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date; and
(3) any CP Tranche Period that begins during the Early Amortization
Period shall be of such duration (not to exceed 90 days) as may be
specified by the Administrative Agent.
"Deficiency Amount" shall have the meaning specified in Section 4.5.
"Deposit Date" shall mean the Business Day prior to a Distribution Date.
"Distribution Date Statement" shall have the meaning specified in Section
5.2(a).
"Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.1 of the Agreement, together with any Additional Early
Amortization Event specified in Section 6.1 of this Series Supplement.
"Early Amortization Period" shall mean an Early Amortization Period (as
defined in the Agreement) with respect to Series 1999-1.
"Eligible Deposit Account" shall mean (a) a segregated account with an
Eligible Institution, (b) a segregated trust account with the corporate trust
department of a depository institution or trust company organized under the laws
of the United States of America or any one
-5-
of the states thereof, including the District of Columbia (or any domestic
branch of a foreign bank), having corporate trust powers and acting as trustee
for funds deposited in such account, so long as any of the securities of such
depository institution or trust company shall have a credit rating from each
Rating Agency in one of its rating categories which signifies investment grade,
or (c) a segregated account with Deutsche Bank AG, New York Branch.
"Excess Seller's Percentage" shall mean, with respect to any Collection
Period, a percentage (which percentage shall never be less than 0% nor more than
100%) equal to (a) when used with respect to Non-Principal Collections and
Defaulted Receivables, 100% minus the sum of (i) the Floating Allocation
Percentage with respect to such Collection Period plus the sum of the floating
allocation percentages for all outstanding Series (other than Series 1999-1) for
such Collection Period and (ii) the percentage equivalent of a fraction, the
numerator of which is the sum of the Available Subordinated Amount as of the
Determination Date occurring in such Collection Period plus the sum of the
aggregate available subordinated amounts for all outstanding Series (other than
Series 1999-1) as of such Determination Date (in each case, after giving effect
to the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date), and the
denominator of which is the Pool Balance as of the last day of the immediately
preceding Collection Period or (b) when used with respect to Principal
Collections, 100% minus the sum of (i) the Floating Allocation Percentage plus
the floating allocation percentages for all outstanding Series (other than
Series 1999-1) that are in their revolving periods with respect to such
Collection Period plus the sum of the Principal Allocation Percentage plus the
principal allocation percentages for all outstanding Series (other than Series
1999-1) that are not in their revolving periods with respect to such Collection
Period and (ii) the percentage equivalent of a fraction, the numerator of which
is the sum of the Available Subordinated Amount as of the Determination Date
occurring in such Collection Period plus the sum of the aggregate available
subordinate amounts for all outstanding Series (other than Series 1999-1) as of
such Determination Date (in each case, after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date), and the denominator of which is
the Pool Balance as of the last day of such immediately preceding Collection
Period.
"Excess Servicing" shall mean, with respect to any Distribution Date, the
amount, if any, specified pursuant to Section 4.6(a)(ix), with respect to such
Distribution Date.
"Fee Letter" shall have the meaning set forth in the Certificate Purchase
Agreement.
"Floating Allocation Percentage" shall mean, with respect to any Collection
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Invested Amount as of the last day of
the immediately preceding Collection Period and the denominator of which is the
Pool Balance as of such last day; provided, however, that, with respect to the
Collection Period in which the Closing Date occurs, the Floating Allocation
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which
-6-
is the sum of the initial principal balances of the Series 1999-1 Certificates
on the Closing Date and the denominator of which is the Pool Balance on the
Closing Date.
"FNBC" means The First National Bank of Chicago, a national banking
association, and its successors.
"Indebtedness" of a Person means such Person's (i) obligations for borrowed
money, (ii) obligations representing the deferred purchase price of property or
services (other than accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade), (iii) obligations,
whether or not assumed, secured by liens or payable out of the proceeds or
production from property now or hereafter owned or acquired by such Person, (iv)
obligations which are evidenced by notes, acceptances, or other instruments, (v)
capitalized lease obligations, and (vi) net liabilities under interest rate
swap, exchange or cap agreements.
"Initial Invested Amount" shall mean the Maximum Funding Amount.
"Interest Funding Account" shall have the meaning specified in Section
4.4(b).
"Interest Period" shall mean, with respect to any Distribution Date, the
immediately preceding Collection Period (or, in the case of the first
Distribution Date, the period from and including the Closing Date to and
including the last day of the Collection Period in which the Closing Date
occurred).
"Invested Amount" shall mean, for any date, an amount equal to the sum of
(a) the outstanding principal balances of the Series 1999-1 Certificates, minus
(b) the aggregate amount of payments made to Series 1999-1 Certificateholders in
reduction of the outstanding principal balances of the Series 1999-1
Certificates prior to such date, minus (c) the aggregate amount of all
unreimbursed Series 1999-1 Charge-Offs.
"Investment Letter" shall have the meaning specified in Section 9.9.
"Investment Proceeds" shall mean, with respect to any Distribution Date,
all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Series 1999-1 Accounts, together with an
amount equal to the Series 1999-1 Allocation Percentage of the interest and
other investment earnings on funds held in the Collection Account credited as of
the related Determination Date to the Collection Account pursuant to Section 4.2
of the Agreement.
"LIBO Interest Amount" shall mean, with respect to any LIBO Payment Date
and any related LIBO Tranche, the summation, for each LIBO Tranche Period ending
on such LIBO Payment Date, of the result of (a) the product of (i) the LIBO Rate
applicable to such LIBO Tranche, (ii) the portion of the Invested Amount, if
any, allocated to such LIBO Tranche during such LIBO Tranche Period, and (iii)
the number of days in such LIBO Tranche Period, divided by (b) 360.
-7-
"LIBO Interest Shortfall" shall have the meaning specified in Section 4.2.
"LIBO Payment Date" shall mean, with respect to any LIBO Tranche and the
related LIBO Tranche Period, the last day of such LIBO Tranche Period.
"LIBO Payment Date Statement" shall have the meaning specified in Section
5.2.
"LIBO Rate" shall mean the rate per annum equal to the sum of (i) the rate
at which deposits in U.S. dollars are offered by FNBC to first class banks in
the London interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of the relevant LIBO Tranche Period, such
deposits being in the approximate amount of the Invested Amount to be funded or
maintained at such LIBO Rate in accordance with the Certificate Purchase
Agreement, plus (ii) one-half of one percent (0.50%) per annum.
"LIBO Tranche" shall mean the portion of the Invested Amount, if any, for
which interest is calculated by reference to a LIBO Rate (and determined by
reference to a particular LIBO Tranche Period) in accordance with the
Certificate Purchase Agreement.
"LIBO Tranche Period" shall mean, with respect to any LIBO Tranche, a
period of up to three months commencing on a Business Day selected pursuant to
the Certificate Purchase Agreement, provided that
(1) if any LIBO Tranche Period would otherwise end on a day that is
not a Business Day, such LIBO Tranche Period shall be extended to the next
succeeding Business Day (unless the result of such extension would be to
carry such LIBO Tranche Period into another calendar month, in which event
such LIBO Tranche Period shall end on the immediately preceding Business
Day);
(2) any LIBO Tranche Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date;
(3) any LIBO Tranche Period that begins during the Early Amortization
Period shall be of such duration (not to exceed 90 days) as may be selected
by the Administrative Agent; and
(4) any LIBO Tranche Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such LIBO Tranche Period) shall end
on the last Business Day of the applicable future calendar month.
"Maximum Funding Amount" shall mean one billion five hundred million
dollars ($1,500,000,000), as such amount may be increased or decreased from time
to time in accordance with Section 2.05 of the Certificate Purchase Agreement
(which increase or decrease shall be certified in an Officers' Certificate of
the Seller delivered to the Trustee).
-8-
"Monthly Interest" shall mean, for any Distribution Date, the sum of the CP
Interest Amount plus the Base Rate Interest Amount, if any, for such
Distribution Date.
"Monthly Servicing Fee" shall have the meaning specified in Section 3.1.
"Participant" shall have the meaning specified in Section 11.04 of the
Certificate Purchase Agreement.
"Principal Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Maximum Funding Amount
and the denominator of which is the Pool Balance as of the last day of the
immediately preceding Collection Period.
"Principal Determination Date" means the Business Day prior to a Principal
Reduction Date.
"Principal Funding Account" shall have the meaning specified in Section
4.4(c).
"Principal Reduction Date" shall mean each Thursday or, if a particular
Thursday is not a Business Day, the first Business Day following such Thursday.
The "related" Principal Reduction Date in respect of an Accrual Period shall be
the first Principal Reduction Date after such Accrual Period.
"Rating Agency Condition" shall have the meaning specified in the
Agreement; provided that the Rating Agency Condition shall be applicable only at
such times as there remain outstanding any Series or Class which has been rated
by the Rating Agencies.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Invested Amount on such Distribution
Date, (ii) accrued and unpaid Monthly Interest and LIBO Interest Amounts, (iii)
to the extent permitted by applicable law, the amount of any accrued and unpaid
Additional Interest, and (iv) to the extent permitted by applicable law, the
amount of any accrued and unpaid Additional Amounts.
"Required Participation Percentage" shall mean, with respect to Series
1999-1, 105%.
"Required Subordination Draw Amount" shall mean, for a Distribution Date,
the lesser of (x) the Deficiency Amount and (y) the Available Subordinated
Amount for the related Determination Date.
"Reserve Fund" shall have the meaning specified in Section 4.4(a).
"Reserve Fund Deposit Amount" shall mean, with respect to any Distribution
Date, the amount, if any, by which (i) the Reserve Fund Required Amount for such
Distribution Date
-9-
exceeds (ii) the amount of funds in the Reserve Fund after giving effect to any
withdrawals therefrom on such Distribution Date.
"Reserve Fund Required Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) two percent (2%) and (b) the
aggregate outstanding principal balance of the Certificates as of such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).
"Revolving Period" for purposes of Series 1999-1 shall mean the Commitment
Period.
"Seller's Collections" shall mean, with respect to any Collection Period,
the sum of (a) the Seller's Percentage of Non-Principal Collections for such
Collection Period, plus (b) the Seller's Percentage of Principal Collections for
such Collection Period.
"Seller's Percentage" for any Collection Period shall mean (i) with respect
to Non- Principal Collections and Defaulted Receivables, 100% minus the
aggregate of the Floating Allocation Percentage plus the floating allocation
percentages for each outstanding Series (other than Series 1999-1) and (ii) with
respect to Principal Collections, 100% minus the sum of (a) the aggregate of the
Floating Allocation Percentage plus the floating allocating percentages for all
outstanding Series (other than Series 1999-1) in their revolving periods and (b)
the aggregate of the Principal Allocation Percentage plus the principal
allocation percentages for all outstanding Series (other than Series 1999-1)
that are not in their revolving periods, but in any case shall not be less than
0%.
"Series 1999-1" shall mean the Series 1999-1 Certificates.
"Series 1999-1 Accounts" shall have the meaning specified in Section
4.4(d).
"Series 1999-1 Allocation Percentage" for any Collection Period shall mean
the percentage equivalent of a fraction, the numerator of which is the Invested
Amount on the last Business Day of the preceding Collection Period and the
denominator of which is the Trust Invested Amount on such last Business Day.
"Series 1999-1 Certificateholders" shall mean the Holders of the Series
1999-1 Certificates.
"Series 1999-1 Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Series 1999-1 Certificates.
"Series 1999-1 Certificates" shall mean any one of the "Floating Rate Asset
Backed Certificates, Series 1999-1" executed by the Seller and authenticated by
the Trustee from time to time, substantially in the form of Exhibit A.
"Series 1999-1 Charge-Off" shall have the meaning specified in Section 4.9.
-10-
"Series 1999-1 Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Defaulted Amount for the related
Collection Period and (b) the Floating Allocation Percentage for such Collection
Period.
"Series 1999-1 Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the Floating Allocation
Percentage for the related Collection Period and (ii) Non-Principal Collections
for such Collection Period.
"Series 1999-1 Principal Collections" shall mean, with respect to any
Accrual Period and the related Principal Reduction Date, the sum of (a) the
product of (i) the Principal Allocation Percentage in effect on the first day of
such Accrual Period and (ii) Principal Collections for the period prior to the
Principal Determination Date in such Accrual Period but on and after the
Principal Determination Date in the immediately preceding Accrual Period and (b)
the amount, if any, of Non-Principal Collections, funds in the Reserve Fund,
Excess Servicing and Available Seller's Collections to be allocated in each case
to cover the Series 1999-1 Default Amount or reimburse Series 1999-1 Charge-Offs
pursuant to Section 4.6(a)(vi) or 4.8(b) (to the extent Section 4.8(b) relates
to a shortfall in distributions pursuant to Section 4.6(a)(vi) on the
Distribution Date immediately preceding such Principal Reduction Date); provided
that if the sum of the Principal Allocation Percentage and the principal
allocation percentages for all other outstanding Series (or the floating
allocation percentages, if other series are using floating allocation
percentages to make allocations in respect of Principal Collections) exceeds
100%, then Principal Collections shall be allocated among all Series (including
Series 1999-1) pro rata on the basis of such floating allocation percentages,
principal allocation percentages and the Principal Allocation Percentage.
"Servicing Fee Rate" shall mean, with respect to Series 1999-1, two percent
(2%) or, for any Distribution Date in respect of which the Monthly Servicing Fee
has been waived, zero percent (0%).
"Specified Available Subordination Amount," with respect to a Series 1999-1
Certificate, shall be determined as follows:
(a) If as of the Determination Date immediately preceding the date that a
Series 1999-1 Certificate is issued, the Overconcentration Amount is zero or a
Tier-1 Overconcentration (as defined in Schedule 2 hereto) exists, then the
Specified Available Subordination Amount for such Series 1999-1 Certificate
shall equal the result of (i) two and one-half percent (2.5%) multiplied by (ii)
the principal amount of such Series 1999-1 Certificate on such date of issuance.
(b) If as of the Determination Date immediately preceding the date that a
Series 1999-1 Certificate is issued, a Tier-2 Overconcentration (as defined in
Schedule 2 hereto) exists, then the Specified Available Subordination Amount for
such Series 1999-1 Certificate shall equal the result of (i) three percent (3%)
multiplied by (ii) the principal amount of such Series 1999-1 Certificate on
such date of issuance.
-11-
(c) If as of the Determination Date immediately preceding the date that a
Series 1999-1 Certificate is issued, a Tier-3 Overconcentration (as defined in
Schedule 2 hereto) exists, then the Transferor and the Administrative Agent
shall enter into good faith negotiations in order to determine an appropriate
amount of credit enhancement for the benefit of such Series 1999-1 Certificate;
provided that if the Transferor and the Administrative Agent do not reach a
mutually satisfactory agreement with respect to such credit enhancement within
ten (10) Business Days after such issuance date, then the Commitment Period
shall terminate on such tenth (10th) Business Day (such tenth (10th) Business
Day being referred to as the "Overconcentration Termination Date"); provided,
further, that until such a mutually satisfactory agreement shall be reached, the
Specified Available Subordination Amount for any Series 1999-1 Certificate
referred to in this clause (c) shall be determined as if a Tier-2
Overconcentration rather than a Tier-3 Overconcentration existed on the
Determination Date immediately preceding the issuance date of such Series 1999-1
Certificate.
"Termination Date" shall mean the October 2001 Distribution Date.
"Termination Proceeds" shall mean any proceeds arising out of a sale of
Receivables (or interests therein) pursuant to Section 12.2(c) of the Agreement
with respect to Series 1999-1.
"Tranche" shall mean any of the Base Rate Tranche, a CP Tranche or a LIBO
Tranche.
"Weekly Principal" shall have the meaning specified in Section 4.3.
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this Series
Supplement or the Agreement with respect to Series 1999-1, Standard & Poor's,
Xxxxx'x and Fitch. As used in this Series Supplement and in the Agreement with
respect to Series 1999-1, "highest investment category" shall mean (i) in the
case of Standard & Poor's, AAA and A-1+, as applicable, (ii) in the case of
Xxxxx'x, Aaa and P-1, as applicable, and (iii) in the case of Fitch, AAA and F-
1+, as applicable.
(c) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement or the Certificate Purchase
Agreement. The definitions in Section 2.1 are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.
(d) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".
SECTION 2.2. Business Day Certificate. Within 5 days after the Closing
Date (with respect to the remainder of the calendar year 1999), and thereafter,
within 15 days prior to the
-12-
end of each calendar year while this Series Supplement remains in effect (with
respect to the succeeding calendar years), the Servicer shall deliver to the
Trustee an Officers' Certificate specifying the days on which banks in St.
Louis, Missouri or Chicago, Illinois are authorized or obligated by law,
executive order or governmental decree to close.
ARTICLE III
Servicing Fee
SECTION 3.1. Servicing Compensation. A monthly servicing fee (the
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the first Distribution Date on which the Invested Amount is
zero, in an amount equal to one-twelfth of the product of (a) the Servicing Fee
Rate and (b) the Series 1999-1 Allocation Percentage of the Pool Balance as of
the last day of the second Collection Period preceding such Distribution Date.
The share of the Servicing Fee allocable to the Series 1999-1 Certificateholders
with respect to any Distribution Date (the "Certificateholders' Monthly
Servicing Fee") shall be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the Invested Amount as of the last day of the
Collection Period second preceding such Distribution Date; provided, however,
that with respect to the first Distribution Date for Series 1999-1, clause (b)
of this sentence shall be deemed to refer the Invested Amount on the last day of
the first Collection Period preceding such Distribution Date. Notwithstanding
the foregoing, with respect to the first Distribution Date for Series 1999-1,
each reference in the preceding sentences of this Section to one-twelfth shall
be deemed to be replaced by a fraction, the numerator of which is the number of
days from but excluding the Closing Date to and including the last day of the
month in which the Closing Date occurs and the denominator of which is 360.
The remainder of the Monthly Servicing Fee shall be paid by the Seller and
in no event shall the Trust, the Trustee or the Series 1999-1 Certificateholders
be liable for the share of the Monthly Servicing Fee to be paid by the Seller;
and the remainder of the Servicing Fee shall be paid by the Seller and the
Investor Certificateholders of other Series and the Series 1999-1
Certificateholders shall in no event be liable for the share of the Servicing
Fee to be paid by the Seller or the Investor Certificateholders of other Series.
The Certificateholders' Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance with
the terms of this Series Supplement.
The Servicer shall be permitted, in its sole discretion, to waive the
Monthly Servicing Fee for any Distribution Date by notice to the Trustee on or
before the related Determination Date; provided that the Servicer believes that
sufficient Collections of Non-Principal Receivables shall be available on any
future Distribution Date to pay the Monthly Servicing Fee relating to the waived
Monthly Servicing Fee. If the Servicer so waives the Monthly Servicing Fee for
any Distribution Date, the Monthly Servicing Fee and the Certificateholders'
Monthly Servicing Fee for such Distribution Date shall be deemed to be zero for
all purposes of this Series Supplement
-13-
and the Agreement; provided, however, that such Certificateholders' Monthly
Servicing Fee shall be paid on a future Distribution Date solely to the extent
amounts are available therefor pursuant to Section 4.10(a); provided further,
however, that, to the extent any such waived Certificateholders' Monthly
Servicing Fee is so paid, the related portion of the Monthly Servicing Fee to be
paid by the Seller shall be paid by the Seller to the Servicer.
ARTICLE IV
Rights of Series 1999-1 Certificateholders and
Allocation and Application of Collections
SECTION 4.1. Allocations. Subject to Section 4.3(c) of the Agreement,
Collections of Non-Principal Receivables and Principal Receivables,
Miscellaneous Payments and Defaulted Amounts, as they relate to Series 1999-1,
shall be allocated and distributed as set forth in this Article IV.
SECTION 4.2. Determination of Interest. (a) Pursuant to the
Certificate Purchase Agreement, the Invested Amount may from time to time be
divided into one or more Tranches, each of which will accrue interest at the
applicable Certificate Rate.
(b) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CP Interest Shortfall"), of
(x) the sum of (i) the CP Interest Amount for such Distribution Date plus (ii)
without duplication, the aggregate amount of any accrued and unpaid CP Interest
Amount for each Distribution Date since the Closing Date over (y) the amount
which shall be available to be paid to the Series 1999-1 Certificateholders from
the Interest Funding Account on such Distribution Date in respect thereof. If,
as of any Distribution Date, an amount covering any CP Interest Shortfall for
the prior Distribution Date shall not have been deposited into the Interest
Funding Account, then an additional amount ("Additional CP Interest") equal to
the product of (i) the weighted average CP Rate for the CP Tranches outstanding
during the Interest Period preceding the current Distribution Date, (ii) a
fraction the numerator of which is the actual number of days in the period from
and including such prior Distribution Date to but excluding the current
Distribution Date and the denominator of which is 360, and (iii) such CP
Interest Shortfall (or the portion thereof which has not been paid or deposited
in the Interest Funding Account), shall be payable as set forth in Section 4.7.
Notwithstanding anything to the contrary herein, Additional CP Interest shall be
payable to the Interest Funding Account or distributed to Series 1999-1
Certificateholders only to the extent permitted by applicable law.
(c) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Base Rate Interest
Shortfall"), of (x) the sum of (i) the Base Rate Interest Amount for such
Distribution Date plus (ii) without duplication, the aggregate amount of any
accrued and unpaid Base Rate Interest Amount for each Distribution Date since
the Closing Date over (y) the amount which shall be available to be paid to the
Series 1999-1
-14-
Certificateholders from the Interest Funding Account on such Distribution Date
in respect thereof. If, as of any Distribution Date, an amount covering any Base
Rate Interest Shortfall for the prior Distribution Date shall not have been
deposited into the Interest Funding Account, then an additional amount
("Additional Base Rate Interest") equal to the product of (i) the weighted
average Base Rate for the Base Rate Tranches outstanding during the Interest
Period preceding the current Distribution Date, (ii) a fraction the numerator of
which is the actual number of days in the period from and including such prior
Distribution Date to but excluding the current Distribution Date and the
denominator of which is 365, and (iii) such Base Rate Interest Shortfall (or the
portion thereof which has not been paid or deposited in the Interest Funding
Account), shall be payable as set forth in Section 4.7. Notwithstanding anything
to the contrary herein, Additional Base Rate Interest shall be payable to the
Interest Funding Account or distributed to Series 1999-1 Certificateholders only
to the extent permitted by applicable law.
(d) On the second Business Day preceding each LIBO Payment Date, the
Servicer shall determine the excess, if any (the "LIBO Interest Shortfall"), of
(x) the sum of (i) the LIBO Interest Amount for each LIBO Tranche Period ending
on such LIBO Payment Date plus (ii) without duplication, the aggregate amount of
any accrued and unpaid LIBO Interest Amount for each LIBO Payment Date since the
Closing Date over (y) the amount which shall be available to be paid to the
Series 1999-1 Certificateholders from the Interest Funding Account on such LIBO
Payment Date in respect thereof. If, as of any LIBO Payment Date, an amount
covering any LIBO Interest Shortfall for the prior LIBO Payment Date shall not
have been deposited into the Interest Funding Account, then an additional amount
("Additional LIBO Interest") equal to the sum, for each LIBO Tranche having a
LIBOR Tranche Period ending on the current LIBO Payment Date, of the product of
(i) the LIBO Rate for such LIBO Tranche Period, (ii) a fraction the numerator of
which is the number of days in the period from and including such prior LIBO
Payment Date to but excluding the current LIBO Payment Date and the denominator
of which is 360, and (iii) such LIBO Interest Shortfall (or the portion thereof
which has not been paid or deposited in the Interest Funding Account), shall be
payable as set forth in Section 4.7 with respect to the Series 1999-1
Certificates. Notwithstanding anything to the contrary herein, Additional LIBO
Interest shall be payable to the Interest Funding Account or distributed to
Series 1999-1 Certificateholders only to the extent permitted by applicable law.
SECTION 4.3. Weekly Principal. The amount of principal ("Weekly
Principal") distributable with respect to the Series 1999-1 Certificates on each
Principal Reduction Date (a) shall be determined on the related Principal
Determination Date, (b) shall be equal to the lesser of (i) the Available Series
1999-1 Principal Collections with respect to such Principal Reduction Date and
(ii) the outstanding principal balance of the Series 1999-1 Certificates, (c)
shall be deposited by the Servicer in the Principal Funding Account on or before
such Principal Reduction Date and (d) shall be distributed on such Principal
Reduction Date pursuant to Section 4.7(a)(iii).
SECTION 4.4. Series 1999-1 Accounts. (a)(i) The Trustee, at the
direction of the Servicer, for the benefit of the Series 1999-1
Certificateholders, shall cause to be established and maintained in the name of
the Trustee, on behalf of the Trust, an Eligible Deposit Account (the
-15-
"Reserve Fund") which shall be identified as the "Reserve Fund for the
Distribution Financial Services Floorplan Master Trust, Series 1999-1" and shall
bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Series 1999-1 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Reserve Fund
shall be invested by the Trustee in Eligible Investments selected by the
Servicer that shall mature so that such funds shall be available at the close of
business on or before the Business Day next preceding the following Distribution
Date. All Eligible Investments shall be held by the Trustee for the benefit of
the Series 1999-1 Certificateholders. On each Distribution Date, all interest
and other investment earnings (net of losses and investment expenses) on funds
on deposit in the Reserve Fund received prior to such Distribution Date shall be
applied as set forth in Section 4.6(a) of this Series Supplement. Funds
deposited in the Reserve Fund on the Business Day preceding a Distribution Date
are not required to be invested overnight.
(b)(i) The Trustee, for the benefit of the Series 1999-1
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Interest Funding
Account"), which shall be identified as the "Interest Funding Account for the
Distribution Financial Services Floorplan Master Trust, Series 1999-1" and shall
bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Series 1999-1 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Interest
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer that shall mature so that such funds shall be available
at the close of business on or before the Business Day next preceding the
following Distribution Date. All such Eligible Investments shall be held by the
Trustee for the benefit of the Series 1999-1 Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Interest Funding Account shall
be applied as set forth in Section 4.6(a) of this Series Supplement. Funds
deposited in the Interest Funding Account on the Business Day preceding a
Distribution Date are not required to be invested overnight.
(c)(i) The Trustee, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Principal Funding Account"), which shall be
identified as the "Principal Funding Account for Distribution Financial Services
Floorplan Master Trust, Series 1999-1" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1999-1 Certificateholders.
(ii) At the direction of the Servicer, funds on deposit in the Principal
Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer that shall mature so that such funds shall be available
at the close of business on or before the Business Day next preceding the
following Principal Reduction Date. All such Eligible Investments shall be held
by the Trustee for the benefit of the Series 1999-1 Certificateholders. On each
Distribution Date all interest and other investment earnings (net of losses and
-16-
investment expenses) on funds on deposit therein shall be applied as set forth
in Section 4.6(a) of this Series Supplement. Funds deposited in the Principal
Funding Account on a Principal Reduction Date for distribution on such Principal
Reduction Date shall not be invested on such date.
(d)(i) The Trustee shall possess all right, title and interest in and to
all funds on deposit from time to time in, and all Eligible Investments credited
to, the Reserve Fund, the Interest Funding Account and the Principal Funding
Account (collectively, the "Series 1999-1 Accounts") and in all proceeds
thereof. The Series 1999-1 Accounts shall be under the sole dominion and control
of the Trustee for the benefit of the Certificateholders. If, at any time, any
of the Series 1999-1 Accounts ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish a new Series 1999-1 Account meeting the conditions
specified in paragraph (a)(i), (b)(i) or (c)(i) above, as applicable, as an
Eligible Deposit Account and shall transfer any cash and/or investments to such
new Series 1999-1 Account. Neither the Seller, the Servicer nor any other Person
or entity claiming by, through or under the Seller, the Servicer or any such
other Person or entity shall have any right, title or interest in, or any right
to withdraw any amount from, any Series 1999-1 Account, except as expressly
provided herein. Schedule 1, which is hereby incorporated into and made part of
this Series Supplement, identifies each Series 1999-1 Account by setting forth
the account number of each such account, the account designation of each such
account and the name of the institution with which such account has been
established. If a substitute Series 1999-1 Account is established pursuant to
this Section, the Servicer shall provide to the Trustee an amended Schedule 1,
setting forth the relevant information for such substitute Series 1999-1
Account.
(ii) Pursuant to the authority granted to the Servicer in Section 3.1(a) of
the Agreement, the Servicer shall have the power, revocable by the Trustee, to
make withdrawals and payments or to instruct the Trustee to make withdrawals and
payments from the Series 1999-1 Accounts for the purposes of carrying out the
Servicer's or the Trustee's duties hereunder.
(e) Unless otherwise agreed to by the Rating Agencies and the
Administrative Agent, at no time may funds on deposit in any Series 1999-1
Account in an amount greater than 10% of the outstanding principal balance of
the Certificates be invested in Eligible Investments (other than obligations of
the United States government or investments in a mutual fund that does not have
credit concentrations greater than 10%) of any single entity or its Affiliates.
(f) Upon payment in full of the outstanding principal balance of the Series
1999-1 Certificates, any funds remaining on deposit in any Series 1999-1 Account
shall be paid to the Seller.
SECTION 4.5. Deficiency Amount. With respect to each Distribution
Date, on the related Determination Date, the Servicer shall determine the amount
(the "Deficiency Amount"), if any, by which
-17-
(a) the sum of
(i) the Monthly Interest for such Distribution Date,
(ii) any Monthly Interest for any prior Distribution Dates
required to be but not deposited in the Interest Funding Account on a
prior Distribution Date,
(iii) Additional Interest, if any, for such Distribution Date and
any Additional Interest for any prior Distribution Dates required to
be but not deposited into the Interest Funding Account on a prior
Distribution Date (to the extent permitted by applicable law),
(iv) the Certificateholders' Monthly Servicing Fee for such
Distribution Date,
(v) the Series 1999-1 Default Amount, if any, for such
Distribution Date, and
(vi) the Series 1999-1 Allocation Percentage of the amounts of
any Adjustment Payment required to be deposited in the Collection
Account pursuant to Section 3.9(a) of the Agreement with respect to
the related Collection Period that has not been so deposited as of
such Determination Date,
exceeds
(b) the sum of Series 1999-1 Non-Principal Collections for such
Distribution Date plus any Investment Proceeds, if any, with respect to
such Distribution Date.
SECTION 4.6. Application of Series 1999-1 Non-Principal Collections,
Investment Proceeds and Available Series 1999-1 Principal Collections. (a) The
Servicer shall direct the Trustee (by setting forth the following amounts in the
related Distribution Date Statement) to distribute on each Distribution Date
(and the Trustee shall distribute on each Distribution Date) an amount equal to
the sum of Series 1999-1 Non-Principal Collections on deposit in the Collection
Account and any Investment Proceeds with respect to such Distribution Date, in
the following priority:
(i) first, an amount equal to the Monthly Interest for such
Distribution Date, plus the amount of any Monthly Interest for any prior
Distribution Dates not distributed to the Series 1999-1 Certificateholders
on such prior Distribution Dates plus (but only to the extent permitted
under applicable law) the amount of any unpaid Additional Base Rate
Interest and any unpaid Additional CP Interest shall be deposited in the
Interest Funding Account;
-18-
(ii) second, an amount equal to the accrued and unpaid Commitment Fee
shall be distributed to the Administrative Agent for application in
accordance with the Fee Letter;
(iii) third, an amount equal to the Certificateholders' Monthly
Servicing Fee for such Distribution Date shall be distributed to the
Servicer, if the Servicer is not DFS (unless such amount has been netted
against deposits to the Collection Account or waived);
(iv) fourth, an amount equal to the Reserve Fund Deposit Amount, if
any, for such Distribution Date shall be deposited in the Reserve Fund;
(v) fifth, an amount equal to the Certificateholders' Monthly
Servicing Fee for such Distribution Date shall be distributed to DFS if DFS
is the Servicer (unless such amount has been netted against deposits to the
Collection Account or waived);
(vi) sixth, an amount equal to the Series 1999-1 Default Amount, if
any, for such Distribution Date shall be treated as a portion of Series
1999-1 Principal Collections;
(vii) seventh, an amount required to reimburse unreimbursed Series
1999-1 Charge-Offs pursuant to Section 4.9 shall be treated as a portion of
Series 1999-1 Principal Collections;
(viii) eighth, an amount equal to any unpaid Additional Amounts then
due and owing shall be distributed to the Administrative Agent (but only to
the extent permitted under applicable law) for application in accordance
with the Certificate Purchase Agreement; and
(ix) ninth, the balance, if any, shall constitute "Excess Servicing"
and shall be allocated and distributed as set forth in Section 4.10.
(b) The Servicer shall direct the Trustee (by setting forth the
following amounts in the related LIBO Payment Date Statement) to transfer to the
Interest Funding Account (and the Trustee shall transfer) on each LIBO Payment
Date, from Series 1999-1 Non- Principal Collections on deposit in the Collection
Account, an amount equal to
(i) the LIBO Interest Amount for such LIBO Payment Date, plus
(ii) the portion of any LIBO Interest Amount for any prior LIBO
Payment Date not distributed to Series 1999-1 Certificateholders on such
prior LIBO Payment Dates, plus
-19-
(iii) the amount of any unpaid Additional LIBO Interest (but only to
the extent permitted under applicable law), plus
(iv) an amount equal to any unpaid Additional Amounts then due and
owing (but only to the extent permitted under applicable law).
(c) The Servicer shall direct the Trustee in writing on each Principal
Determination Date to transfer (and on the next Principal Reduction Date the
Trustee shall transfer) an amount equal to the Weekly Principal from the
Collection Account into the Principal Funding Account.
(d) The concepts of "Excess Principal Collections" and "Principal
Shortfalls" referred to in the Agreement shall not apply to Series 1999-1.
SECTION 4.7. Distributions to Series 1999-1 Certificateholders. (a) The
Servicer shall direct the Trustee to make (and the Trustee shall make) the
following distributions at the following times from the Interest Funding Account
and the Principal Funding Account:
(i) on each Distribution Date, amounts on deposit in the Interest
Funding Account shall be distributed to the Series 1999-1
Certificateholders in the following order of priority:
(A) first, in payment of Monthly Interest for such Distribution
Date;
(B) second, in payment of any amount determined on any prior
Distribution Date pursuant to paragraph (A) that was not distributed
on any Distribution Date prior to the current Distribution Date; and
(C) third, to the extent permitted under applicable law, in
payment of any Additional Base Rate Interest or Additional CP Interest
for the current LIBO Payment Date and, without duplication, any
Additional Base Rate Interest or Additional CP Interest previously due
but not distributed;
(ii) on each LIBO Payment Date, amounts on deposit in the Interest
Funding Account shall be distributed in the following order of priority:
(A) first, to the Series 1999-1 Certificateholders in payment of
the LIBO Interest Amount for such LIBO Payment Date;
(B) second, to the Series 1999-1 Certificateholders in payment of
any amount determined on any prior LIBO Payment Date pursuant to
paragraph (A) that was not distributed on any LIBO Payment Date prior
to the current LIBO Payment Date;
-20-
(C) third, to the Series 1999-1 Certificateholders to the extent
permitted under applicable law, in payment of any Additional LIBO
Interest for the current LIBO Payment Date and, without duplication,
any Additional LIBO Interest previously due but not distributed; and
(D) fourth, an amount equal to any unpaid Additional Amounts then
due and owing shall be distributed to the Administrative Agent (to the
extent permitted under applicable law) for application in accordance
with the Certificate Purchase Agreement; and
(iii) on each Principal Reduction Date, all amounts on deposit in the
Principal Funding Account shall be distributed (A) first, to the Series
1999-1 Certificateholders in reduction of the outstanding principal balance
of the Series 1999-1 Certificates until such outstanding principal balance
has been reduced to zero (provided, however, that the maximum amount
distributed pursuant to this clause (ii) (A) on any Principal Reduction
Date shall not exceed the excess of (x) the outstanding principal balance
of the Series 1999-1 Certificates over (y) the sum of the unreimbursed
Series 1999-1 Charge-Offs, each on such day); and (B) second, to the
Seller.
(b) The distributions to be made pursuant to this Section are subject
to the provisions of Sections 2.3, 9.2, 10.1 and 12.2 of the Agreement and
Section 8.1 and 8.2 of this Series Supplement.
SECTION 4.8. Application of Reserve Fund and Available Subordinated Amount.
(a) If Series 1999-1 Non-Principal Collections and Investment Proceeds
distributed on any Distribution Date pursuant to Section 4.6(a) are not
sufficient to make the entire distributions required on such Distribution Date
by Section 4.6(a)(i), (ii), (iv) and (v), the Servicer shall direct the Trustee
to withdraw funds from the Reserve Fund to the extent available therein, and
apply such funds to complete the distributions pursuant to Section 4.6(a)(i),
(ii), (iv) and (v) in the numerical order thereof, and the Trustee shall so
withdraw and apply such funds. If Series 1999-1 Non-Principal Collections
distributed on any LIBO Payment Date pursuant to Section 4.6(b) are not
sufficient to make the entire distributions required on such LIBO Payment Date
by Section 4.6(b), the Servicer shall direct the Trustee to withdraw funds from
the Reserve Fund to the extent available therein, and apply such funds to
complete the distributions pursuant to Section 4.6(b), and the Trustee shall so
withdraw and apply such funds. On each Distribution Date, after giving effect to
(i) all distributions pursuant to Section 4.6, (ii) any withdrawals from the
Reserve Fund pursuant to this paragraph (a), and (iii) any issuance of any
Series 1999-1 Certificates, if the balance of the Reserve Fund exceeds two
percent (2%) of the aggregate outstanding principal balances of the Series 1999-
1 Certificates, then the Servicer shall direct the Trustee to withdraw from the
Reserve Fund and to pay (and the Trustee shall so withdraw and pay) such excess
to the Seller.
(b) If there is a Required Subordination Draw Amount for a Distribution
Date, the Servicer shall, subject to the following paragraph, apply or direct
the Trustee to apply the
-21-
Available Seller's Collections on deposit in the Collection Account on such
Distribution Date, but only up to the amount of the Required Subordination Draw
Amount, to make up the shortfall in the distributions required by Sections
4.6(a)(i), (ii), (iv) and (v) and that have not been made through the
application of funds from the Reserve Fund pursuant to Section 4.8(a). Any such
Available Seller's Collections remaining after the application thereof pursuant
to the preceding sentence shall be treated as a portion of Available Series
1999-1 Principal Collections for the next Principal Reduction Date, but only up
to the amount of unpaid Adjustment Payments allocated to Series 1999-1 as
described in Section 4.5(a)(vi). The Available Subordinated Amount shall be
reduced in accordance with clause (ii) of the definition of Available
Subordinated Amount in an amount equal to the Available Seller's Collections
applied pursuant to the first sentence of this paragraph (b).
If for such Distribution Date the sum of the Required Subordination Draw
Amount and the aggregate of the required subordination draw amounts for all
other Series outstanding exceeds the Available Seller's Collections on deposit
in the Collection Account on such Distribution Date, then such Available
Seller's Collections shall be allocated to such Series (including Series 1999-1)
pro rata on the basis of such required subordination draw amounts (including the
Required Subordination Draw Amount).
(c) After the end of the Commitment Period, any funds in the Reserve Fund
shall be treated as Available Series 1999-1 Principal Collections.
(d) Notwithstanding the foregoing, so long as the Invested Amount exceeds
zero no funds shall be distributed from the Reserve Fund to the Seller if as a
result the balance of the Reserve Fund would fall below the lesser of (i) the
Invested Amount and (ii) the product of (x) twenty-five basis points (0.25%) and
(y) the Maximum Funding Amount in effect on the Closing Date.
(e) The balance of Available Seller's Collections on any Distribution Date,
after giving effect to any distributions thereof pursuant to Section 4.8(b) and
the distributions in respect of other Series, shall be distributed to the Seller
on such Distribution Date.
SECTION 4.9. Series 1999-1 Charge-Offs. If, on any Distribution Date on
which (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on such Distribution Date) (i) the Available Subordinated
Amount for the related Determination Date is zero, (ii) the balance of the
Reserve Fund on such Distribution Date is zero and (iii) the Deficiency Amount
for such Distribution Date is greater than zero, then the Invested Amount shall
be reduced by the amount of the excess of such Deficiency Amount over any
remaining Available Subordinated Amount on such Determination Date, but not by
more than the Series 1999-1 Default Amount for the related Collection Period (a
"Series 1999-1 Charge-Off"). Series 1999-1 Charge-Offs shall thereafter be
reimbursed and the Invested Amount increased (but not by an amount in excess of
the aggregate unreimbursed Series 1999-1 Charge-Offs), (a) on any Principal
Reduction Date by the sum of Allocable Miscellaneous Payments with respect to
such
-22-
Principal Reduction Date and (b) on any Distribution Date by the amount
allocated and available for that purpose pursuant to Section 4.6(a)(vi).
SECTION 4.10. Excess Servicing. The Servicer shall direct the Trustee to
apply (and the Trustee shall so apply), on each Distribution Date, Excess
Servicing with respect to the Collection Period immediately preceding such
Distribution Date, to make the following distributions in the following
priority:
(a) an amount equal to the aggregate outstanding amounts of the
Certificateholders' Monthly Servicing Fee which have been previously waived
pursuant to Section 3.1 shall be distributed to the Servicer; and
(b) the balance, if any, shall be distributed to the Seller.
ARTICLE V
Distribution and Reports to
--------------------------------
Series 1999-1 Certificateholders
--------------------------------
SECTION 5.1. Distributions. (a) On each Distribution Date, each LIBO
Payment Date and each Principal Reduction Date, the Trustee as paying agent
shall distribute to each Series 1999-1 Certificateholder of record on the
preceding Record Date (other than as provided in Section 12.2 of the Agreement
respecting a final distribution) such Certificateholder's pro rata share (based
on the outstanding principal balances of the Series 1999-1 Certificates held by
such Certificateholder) of the amounts on deposit in the Series 1999-1 Accounts
as is payable to Series 1999-1 Certificateholders on such Distribution Date,
LIBO Payment Date or Principal Reduction Date pursuant to the priorities set
forth in Section 4.7.
(b) Except as provided in Section 12.2 of the Agreement with respect to a
final distribution, distributions to Series 1999-1 Certificateholders hereunder
shall be made to the Series 1999-1 Certificateholders in immediately available
funds.
SECTION 5.2. Reports and Statements to Series 1999-1 Certificateholders.
(a) At least two Business Days prior to each Distribution Date, the Servicer
shall provide to the Trustee a statement substantially in the form of Exhibit B
(a "Distribution Date Statement"), and on each Distribution Date the Trustee
shall forward such Distribution Date Statement to each Series 1999-1
Certificateholder. At least two Business Days prior to each LIBO Payment Date,
the Servicer shall provide to the Trustee a statement (a "LIBO Payment Date
Statement") setting forth the amounts to be transferred and distributed pursuant
to Sections 4.6 and 4.7 in respect of such LIBO Payment Date, and on each LIBO
Payment Date the Trustee shall forward such LIBO Payment Date Statement to each
Series 1999-1 Certificateholder. On each Principal Determination Date, the
Servicer shall provide to the Trustee a statement setting forth the Weekly
Principal for the next Principal Reduction Date in accordance with Section
4.6(b), and
-23-
on each Principal Reduction Date the Trustee shall forward such statement to
each Series 1999-1 Certificateholder.
(b) A copy of each statement provided pursuant to paragraph (a) and a copy
of the Pooling and Servicing Agreement (without exhibits) and this Series
Supplement shall be made available to Series 1999-1 Certificateholders of record
for inspection at the Corporate Trust Office during the Trustee's normal
business hours.
(c) On or before January 31 of each calendar year, beginning with calendar
year 2000, the Trustee shall furnish or cause to be furnished to each Person who
at any time during the preceding calendar year was a Series 1999-1
Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 1999-1
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Series 1999-1 Certificateholder, together with other information as is required
to be provided by an issuer of indebtedness under the Internal Revenue Code and
such other customary information as is necessary to enable the Series 1999-1
Certificateholders to prepare their tax returns. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Internal Revenue Code as from time to time in effect.
SECTION 5.3. Notice as to Overconcentration Amount. If the Servicer becomes
aware that the Overconcentration Amount exceeds zero, the Servicer shall
promptly notify the Rating Agencies and the Administrative Agent with respect
thereto.
ARTICLE VI
Early Amortization Events
-------------------------
SECTION 6.1. Additional Early Amortization Events. The occurrence of any of
the following events shall, immediately upon the occurrence thereof without
notice or other action on the part of the Trustee or the Series 1999-1
Certificateholders, be deemed to be an Early Amortization Event solely with
respect to Series 1999-1 (each, an "Additional Early Amortization Event"):
(a) on any Distribution Date, the balance of the Reserve Fund is less
than two percent (2%) of the aggregate outstanding principal balance of the
Series 1999-1 Certificates, in each case after giving effect to all
deposits and distributions on such Distribution Date;
(b) any Servicer Default occurs;
-24-
(c) on any Determination Date, the average of the Monthly Payment
Rates for the three preceding Collection Periods is less than twenty-seven
and one-half percent (27.5%); and
(d) the ratio (expressed as a percentage) of (i) the average for each
month of the net losses on the Receivables (exclusive of the Ineligible
Receivables) owned by the Trust (i.e., gross losses less recoveries on any
Receivables) (including recoveries from collateral security, recoveries
from the products, recoveries from Manufacturers and insurance proceeds)
during any three consecutive calendar months to (ii) the average of the
month-end aggregate balances of the Receivables (without deducting
therefrom the discount portion) for such three-month period, exceeds five
percent (5%) on an annualized basis; provided, that this clause (d) may be
amended or waived with the consent of the Seller and the Administrative
Agent and upon the satisfaction of the Rating Agency Condition.
ARTICLE VII
Optional Repurchase
-------------------
SECTION 7.1. Optional Repurchase. (a) On any Distribution Date occurring
after the date on which the Invested Amount is reduced to less than 10% of the
principal amount of the Certificates on the Closing Date, the Seller shall have
the option to purchase all of the Series 1999-1 Certificates at a purchase price
equal to the Reassignment Amount for such Distribution Date.
(b) The Seller shall give the Servicer, the Trustee and the Administrative
Agent at least five Business Days' prior written notice of the Distribution Date
on which the Seller intends to exercise such purchase option. Not later than
12:00 noon, New York City time, on such Distribution Date the Seller shall
deposit the Reassignment Amount into the Collection Account in immediately
available funds. Such purchase option is subject to payment in full of the
Reassignment Amount and if for any reason the Seller fails to deposit the
Reassignment Amount, payments shall continue to be made to Certificateholders as
provided herein. The Reassignment Amount shall be distributed as set forth in
Section 8.1(b).
ARTICLE VIII
Final Distributions
-------------------
SECTION 8.1. Sale of Certificateholders' Interest Pursuant to Section 2.3
of the Agreement; Distributions Pursuant to Section 7.1 of this Series
Supplement or Section 2.3 or 12.2(c) of the Agreementent. (a) The amount to be
paid by the Seller to the Collection Account with respect to Series 1999-1 in
connection with a purchase of the Certificateholders' Interest
-25-
pursuant to Section 2.3 of the Agreement shall equal the Reassignment Amount for
the Distribution Date on which such repurchase occurs.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to Section 7.1 or 8.1 of this Series Supplement or Section 2.3
of the Agreement or any Termination Proceeds deposited into the Collection
Account pursuant to Section 12.2(c) of the Agreement, the Trustee shall, not
later than 12:00 noon, New York time, on the Distribution Date on which such
amounts are deposited (or, if such date is not a Distribution Date, on the
immediately following Distribution Date) (in the priority set forth below): (i)
first, (x) deposit the sum of (A) the Monthly Interest for such Distribution
Date plus any Monthly Interest previously due but not paid to the Series 1999-1
Certificateholders on any prior Distribution Date, plus (B) to the extent
permitted under applicable law, the amount of Additional Base Rate Interest or
Additional CP Interest, if any, for such Distribution Date and, without
duplication, any Additional Base Rate Interest or Additional CP Interest
previously due but not paid to Series 1999-1 Certificateholders on any prior
Distribution Date, into the Interest Funding Account, plus (C) any accrued and
unpaid LIBO Interest Amounts, plus (D) to the extent permitted under applicable
law, the amount of accrued and unpaid Additional LIBO Interest, if any, plus (E)
to the extent permitted under applicable law, any unpaid Additional Amounts then
due and owing, and (y) deposit the Invested Amount on such date into the
Principal Funding Account; and (ii) second, pay the remainder of any Termination
Proceeds to the Seller; provided, however, that the sum of the amounts allocated
pursuant to clauses (i) and (ii) shall not exceed the Reassignment Amount for
Series 1999-1.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account and
the Interest Funding Account pursuant to Section 7.1 or 8.1 of this Series
Supplement and all other amounts on deposit therein shall be distributed in full
to the Series 1999-1 Certificateholders on such date in the order of priority
set forth in Section 4.7 of this Series Supplement and any distribution made
pursuant to paragraph (b) above and Section 4.7 of this Series Supplement shall
be deemed to be a final distribution pursuant to Section 12.2 of the Agreement
with respect to Series 1999-1.
SECTION 8.2. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.2 of the Agreement. (a) Not later than
12:00 noon, New York City time, on the Distribution Date following the date on
which the Insolvency Proceeds are deposited into the Collection Account pursuant
to Section 9.2(b) of the Agreement, the Trustee shall first (in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to the
Series 1999-1 Allocation Percentage of Principal Collections and deposit such
amount in the Principal Funding Account, provided that the amount of such
deposit shall not exceed the product of (x) the portion of the Insolvency
Proceeds allocated to the Series 1999-1 Allocation Percentage of Principal
Collections and (y) 100% minus the Excess Seller's Percentage with respect to
the related Collection Period. The remainder of the portion of the Insolvency
Proceeds allocated to the
-26-
Series 1999-1 Allocation Percentage of Principal Collections shall be allocated
to the Seller's Interest and shall be released to the Seller on such
Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall first (in each case, after giving effect to any deposits
and distributions otherwise to be made on such Distribution Date) deduct an
amount equal to the sum of (i) Monthly Interest for such Distribution Date, (ii)
any Monthly Interest previously due but not paid to the Series 1999-1
Certificateholders on any prior Distribution Date, (iii) to the extent permitted
under applicable law, the amount of Additional Base Rate Interest or Additional
CP Interest, if any, for such Distribution Date and, without duplication, any
Additional Base Rate Interest or Additional CP Interest previously due but not
paid to the Series 1999-1 Certificateholders on any prior Distribution Date,
(iv) any accrued and unpaid LIBO Interest Amounts, (v) to the extent permitted
under applicable law, accrued and unpaid Additional LIBO Interest, if any, and
(vi) to the extent permitted by applicable law, any unpaid Additional Amounts
then due and owing, from the portion of the Insolvency Proceeds allocated to the
Series 1999-1 Allocation Percentage of Non-Principal Collections and deposit
such amount in the Interest Funding Account, provided that the amount of such
distribution shall not exceed (x) the product of (A) the portion of the
Insolvency Proceeds allocated to the Series 1999-1 Allocation Percentage of Non-
Principal Collections and (B) 100% minus the Excess Seller's Percentage. The
remainder of the portion of the Insolvency Proceeds allocated to Non-Principal
Collections shall be allocated to the Seller's Interest and shall be released to
the Seller on such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount deposited in the Principal Funding Account and
the Interest Funding Account pursuant to this Section and all other amounts on
deposit therein shall be distributed in full in the order of priority set forth
in Section 4.7 on the Distribution Date on which funds are deposited pursuant to
this Section 8.2 (or, if not so deposited on a Distribution Date, on the
immediately following Distribution Date) and any distribution made pursuant to
this Section 8.2 shall be deemed to be a final distribution pursuant to Section
12.2 of the Agreement with respect to Series 1999-1.
(d) Distributions by the Trustee pursuant to this Article VIII shall be
made by the Trustee at the written direction of the Servicer.
ARTICLE IX
Miscellaneous Provisions
------------------------
SECTION 9.1. Name of Trust. Notwithstanding any other provision of the
Agreement, (a) the name of the Trust is hereby changed to "Distribution
Financial Services Floorplan Master Trust" and (b) all references to the Trust
in any agreement or document executed in connection with the Agreement shall be
deemed to refer to the Trust under the name specified in clause (a) of this
sentence.
-27-
SECTION 9.2. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 9.3. Counterparts. This Series Supplement may be executed in
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
SECTION 9.4. Governing Law. This Series Supplement shall be governed
by and construed in accordance with the laws of the State of New York without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
SECTION 9.5. Waiver. Each party hereto hereby: (a) acknowledges that
Xxxxx, Xxxxx & Xxxxx represents (i) DFS and the Seller in connection with the
transactions contemplated by the Agreement, this Series Supplement and the
Certificate Purchase Agreement, (ii) Affiliates of DFS and the Seller in other
matters, (iii) FNBC and other parties to the Certificate Purchase Agreement (and
Affiliates of FNBC and other parties to the Certificate Purchase Agreement) in
other matters, and (iv) the institution which is the Trustee (and Affiliates of
such institution) in other matters; and (b) waives any conflict of interest
relating thereto. Notwithstanding any other provision of this Series Supplement,
Xxxxx, Xxxxx & Xxxxx is entitled to rely on this Section.
SECTION 9.6. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Series Supplement or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Seller.
SECTION 9.7. Instructions in Writing. All instructions given by the
Servicer to the Trustee pursuant to this Series Supplement shall be in writing,
and may be included in a Distribution Date Statement or a LIBO Payment Date
Statement.
SECTION 9.8. Initial Funding of Reserve Fund. On the Closing Date the
Seller shall cause to be deposited with the Trustee, and the Trustee shall
deposit in the Reserve Fund, available funds in an amount equal to two percent
(2%) of the aggregate initial principal balance of the Series 1999-1
Certificates.
SECTION 9.9. Restrictions on Transfer of Series 1999-1 Certificates.
(a) Each Series 1999-1 Certificateholder shall be deemed to have
agreed with the Seller that: (a) such Series 1999-1 Certificateholder shall
deliver to the Seller, on or before the Closing Date or the effective date
of any Certificate Assignment or any sale of a participating interest to a
Participant, a letter substantially in the form of Exhibit C hereto (an
"Investment Letter"), executed by such assignee Series 1999-1
Certificateholder, in the case of a Certificate Assignment, or by the
Participant, in the
-28-
case of a participation, with respect to the purchase by such Series 1999-1
Certificateholder or Participant of all of, or a portion of an interest
relating to, the Series 1999-1 Certificate and (b) all of the statements
made by such Series 1999-1 Certificateholder in its Investment Letter shall
be true and correct as of the date made; provided, however, that so long as
FNBC is the Administrative Agent, the Administrative Agent shall not be
required to sign an Investment Letter in its capacity as a Series 1999-1
Certificateholder.
(b) Each Series 1999-1 Certificateholder shall be deemed to have
agreed that prior to the date on which the first interest payment under its
Series 1999-1 Certificates is due thereto, it shall provide to the Servicer
and the Trustee (i) if such Series 1999-1 Certificateholder is created or
organized under the laws of a jurisdiction outside the United States, two
duly completed copies of the United States Internal Revenue Service Form
4224 or new Form W-8ECI or, if the Seller in its sole discretion consents,
Form 1001 or new Form W-8BEN, or in either case successor applicable or
required forms, (ii) a duly completed copy of United States Internal
Revenue Service Form W-9 or, if the Seller in its sole discretion consents,
Form W-8 or new Form W-8BEN or in either case successor applicable or
required forms, and (iii) such other forms and information as may be
required to confirm the availability of any applicable exemption from
United States federal, state or local withholding taxes. Each Series 1999-1
Certificateholder shall be deemed to have agreed to provide to the Servicer
and Trustee, like additional subsequent duly completed forms (subject to
like consent) satisfactory to the Servicer and Trustee on or before the
date that any such form expires or becomes obsolete, or upon the occurrence
of any event requiring an amendment, resubmission or change in the most
recent form previously delivered by it, and to provide such extensions or
renewals as may be reasonably requested by the Servicer or the Trustee.
Each Series 1999-1 Certificateholder shall be deemed to certify, represent
and warrant that as of the date of this Series Supplement, or in the case
of a Series 1999-1 Certificateholder which is an assignee as of the date of
the applicable Certificate Assignment, that it is entitled (x) to receive
payments under the Agreement, this Series Supplement and the Certificate
Purchase Agreement without deduction or withholding of any United States
federal income taxes and (y) to an exemption from United States backup
withholding tax, and that it shall pay any taxes lawfully imposed on its
interest in a Series 1999-1 Certificate.
(c) Notwithstanding any other provisions in this Series Supplement,
the Agreement or the Certificate Purchase Agreement: (i) no transfer or
assignment of any interests or obligations of any Series 1999-1
Certificateholder under this Series Supplement, the Agreement or the
Certificate Purchase Agreement or any grant of participation therein shall
be permitted or shall be effective if such transfer, assignment or grant
would require the Seller or DFS to file a registration statement with the
Securities and Exchange Commission or to qualify the Series 1999-1
Certificates under the "blue sky" or securities laws of any state or other
jurisdiction; and (ii) no transfer or assignment of any Series 1999-1
Certificate shall be permitted or shall be effective if in connection
therewith such Series 1999-1 Certificate is assigned or transferred
directly or
-29-
indirectly to or for the benefit of a Benefit Plan. "Benefit Plan" shall
mean (1) any employee benefit plan, retirement arrangement, individual
retirement account or Xxxxx plan subject to either Title I of ERISA or
Section 4975 of the Internal Revenue Code of 1986, as amended (each a
"Plan"), or (2) an entity using "plan assets" of a Plan.
SECTION 9.10. Deposits in Collection Account. From and after any Change of
Control (so long as the Administrative Agent shall not have waived the
occurrence of such Change of Control) until the date on which the Invested
Amount has been reduced to zero, Servicer shall deposit Collections in the
Collection Account in accordance with Section 4.3(a) of the Agreement rather
than in accordance with Section 4.3(b) of the Agreement, but in any event
subject to Section 4.3(c) of the Agreement. "Change of Control" shall mean that
any of DFS, the general partner of the Seller or the limited partner of the
Seller shall fail to be owned or controlled, indirectly or directly, by Deutsche
Bank AG.
SECTION 9.11. Notice of Issuance. The Trustee and the Servicer, by their
execution of this Series Supplement, shall be deemed to have received from the
Seller notice of the issuance of Series 1999-1 in the manner contemplated by
Section 6.3(b)(i) of the Agreement. Each Rating Agency, by notifying the Seller
or the Servicer that the issuance of Series 1999-1 will not result in a
reduction or withdrawal of the ratings assigned by such Rating Agency to
Investor Certificates issued in 1996, shall be deemed to have received from the
Seller notice of the issuance of Series 1999-1 in the manner contemplated by
Section 6.3(b)(i) of the Agreement.
SECTION 9.12. Severability; Certificate Rate Limitation. (a) If any one or
more of the covenants, agreements, provisions or terms of this Series Supplement
or any Series 1999-1 Certificate shall for any reason whatsoever be held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Series Supplement and shall in no way affect the validity or enforceability of
the other provisions of this Series Supplement or of such Series 1999-1
Certificate.
(b) Notwithstanding anything in this Series Supplement, the Pooling and
Servicing Agreement, the Certificate Purchase Agreement or any Series 1999-1
Certificate to the contrary, if at any time any Certificate Rate, together with
all fees, charges and other amounts which are treated as interest on the Series
1999-1 Certificates under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Series 1999-1 Certificateholders in
accordance with the terms of this Series Supplement, the Pooling and Servicing
Agreement, the Certificate Purchase Agreement or any Series 1999-1 Certificate,
then such Certificate Rate, together with all Charges payable in respect of the
Series 1999-1 Certificates, shall be limited to the Maximum Rate and, to the
extent lawful, such Certificate Rate and Charges that would have been payable in
respect of the Series 1999-1 Certificates, but were not payable as a result of
the operation of this Section, shall be cumulated and the Certificate Rate and
Charges payable to the Series 1999-1 Certificateholders in respect of other
periods shall be increased (but not above the
-30-
Maximum Rate therefor) until such cumulated amount shall have been received by
the Series 1999-1 Certificateholders.
SECTION 9.13. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
[SIGNATURES FOLLOW]
-31-
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused
this Series Supplement to be duly executed as of the day and year first above
written.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.,
as Seller
By DEUTSCHE FLOORPLAN RECEIVABLES, INC.,
its general partner
By:___________________________________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
By:___________________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
DEUTSCHE FINANCIAL SERVICES CORPORATION,
as Servicer
By:___________________________________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
By:___________________________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
S-1
THE CHASE MANHATTAN BANK,
as Trustee
By:________________________________
Name:___________________________
Title:__________________________
S-2
EXHIBIT A
FORM OF SERIES 1999-1 CERTIFICATE
Initial
REGISTERED Principal Balance:*
$______________________
Certificate No. R-
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
P&S AND THE SERIES SUPPLEMENT REFERRED TO HEREIN.
THIS CERTIFICATE MAY NOT BE ASSIGNED OR TRANSFERRED DIRECTLY OR INDIRECTLY TO OR
FOR THE BENEFIT OF A BENEFIT PLAN (AS DEFINED BELOW).
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
FLOATING RATE ASSET BACKED CERTIFICATES,
SERIES 1999-1
evidencing a fractional undivided interest in
assets of the
DISTRIBUTION FINANCIAL SERVICES
FLOORPLAN MASTER TRUST.
This certificate ("Certificate" or "Series 1999-1 Certificate") does not
represent any interest in, or obligation of, Deutsche Floorplan Receivables,
L.P. ("Deutsche FRLP" or the "Seller"), Deutsche Financial Services Corporation
("DFS"), Deutsche Bank AG or any affiliate thereof.
This certifies that [ ] (the "Series 1999-1
Certificateholder"), is the registered owner of a fractional undivided interest
in assets of the Distribution Financial Services Floorplan Master Trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "P&S"),
------------------------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
dated as of December 1, 1993, amended and restated as of March 1, 1994, further
amended as of January 24, 1996, and amended and restated as of October 1, 1996,
as supplemented by the Series 1999-1 Supplement dated as of June 1, 1999 (the
"Series Supplement"), among Deutsche FRLP, as Seller, DFS, as Servicer, and The
Chase Manhattan Bank, as trustee (the "Trustee"), that are allocated to the
Series 1999-1 Certificateholders' Interest pursuant to the P&S and the Series
Supplement. The P&S and the Series Supplement are collectively referred to
herein as the "Pooling and Servicing Agreement."
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Series 1999-1 Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement
referred to above or be valid for any purpose.
THIS CERTIFICATE MAY NOT BE ASSIGNED OR TRANSFERRED DIRECTLY OR INDIRECTLY
TO OR FOR THE BENEFIT OF A BENEFIT PLAN. "BENEFIT PLAN" MEANS (1) ANY EMPLOYEE
BENEFIT PLAN, RETIREMENT ARRANGEMENT, INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX
PLAN SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (EACH A "PLAN"), OR (2) AN ENTITY USING "PLAN ASSETS" OF A PLAN.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
-2-
This Series 1999-1 Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series 1999-1 Certificateholder
by virtue of the acceptance hereof assents and is bound. Although a summary of
certain provisions of the Pooling and Servicing Agreement is set forth below,
this Series 1999-1 Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to the Pooling and Servicing Agreement
for information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. In the event of any conflict or inconsistency between this Series
1999-1 Certificate and the Pooling and Servicing Agreement, the Pooling and
Servicing Agreement shall control in all respects. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement and the
Series 1999-1 Certificates have been (or shall be) issued with the intention
that the Series 1999-1 Certificates shall qualify under applicable tax law as
indebtedness of Deutsche FRLP secured by the Receivables. The Seller and each
Series 1999-1 Certificateholder, by the acceptance of its Series 1999-1
Certificate, agrees to treat such Series 1999-1 Certificate as indebtedness of
the Seller secured by the Receivables for Federal income taxes, state and local
income, single business and franchise taxes (imposed on or measured by income)
and any other taxes imposed on or measured by income.
This Series 1999-1 Certificate does not represent an obligation of, or an
interest in, the Seller, the Servicer, Deutsche Bank AG or any affiliate of any
of them and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality.
-3-
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
By: DEUTSCHE FLOORPLAN RECEIVABLES, INC., its
general partner
By:__________________________________________
Name:_____________________________________
Title:____________________________________
By:___________________________________________
Name:______________________________________
Title:_____________________________________
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee
By:_____________________________________
Authorized Officer
Dated:
-5-
ASSIGNMENT
Social Security or other identifying number of assignee
________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto __________________________________________________
(name and address of assignee)
_________________________________________________________________
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ___________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:_______________ ________________________________*
Signature Guaranteed:
_________________________________
-----------------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
EXHIBIT B
DISTRIBUTION DATE STATEMENT
(a) The aggregate amount of Collections, the aggregate amount of Non-
Principal Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period.
(b) The Floating Allocation Percentage, the Principal Allocation Percentage
and the Series 1999-1 Allocation Percentage for such Collection Period.
(c) The amounts, by item, specified in Sections 4.6(a) and 4.7(a), with
respect to the current Distribution Date.
(d) The Required Subordination Draw Amount, if any, for the current
Distribution Date.
(e) The amount of the Series 1999-1 Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period.
(f) The amount of the Monthly Servicing Fee for the preceding Collection
Period.
(g) The amounts, if any, to be withdrawn from the Reserve Fund on the
current Distribution Date.
(h) The Available Subordinated Amount for the current Determination Date
(and the Specified Available Subordinated Amount for each outstanding Series
1999-1 Certificate).
(i) The Reserve Fund balance for such date.
(j) The Principal Funding Account balance, the Interest Funding Account
balance and Collection Account balance with respect to such date.
(k) The amounts payable under Section 2.06 of the Certificate Purchase
Agreement.
(l) Information as to delinquent Receivables (consistent with the
information provided by the Servicer to the Trustee with respect to the Series
issued in 1996).
EXHIBIT C
INVESTMENT LETTER
Deutsche Floorplan Receivables, L.P.
000 Xxxxxxxxx Xxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Re: Purchase of Series 1999-1 Certificate
-------------------------------------
Ladies and Gentlemen:
This letter (this "Investment Letter") is delivered by
____________________ (the "Purchaser") pursuant to Section 9.9 of the Series
1999-1 Supplement dated as of June 1, 1999, among Deutsche Floorplan
Receivables, L.P., as Seller, Deutsche Financial Services Corporation, as
Servicer, and The Chase Manhattan Bank, as Trustee (as amended, amended and
restated or otherwise modified from time to time, the "Series 1999-1
Supplement"). Capitalized terms used herein without definition shall have the
meanings set forth in the Series 1999-1 Supplement. The Purchaser represents and
warrants to the Seller as follows:
(i) The Purchaser is authorized to enter into the Certificate Purchase
Agreement and to perform its obligations thereunder and to consummate the
transactions contemplated thereby.
(ii) The Purchaser has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Series 1999-1 Certificates and the Purchaser is able to bear
the economic risk of such investment.
(iii) The Purchaser has received and reviewed the Pooling and Servicing
Agreement, the Series Supplement (including the schedules and exhibits thereto)
and the Certificate Purchase Agreement and has had the opportunity to perform
due diligence with respect thereto and to ask questions of and receive answers
from the Seller and its representatives concerning the Seller, the Trust and the
Series 1999-1 Certificates.
(iv) The [Administrative Agent is an agent on behalf of the Purchaser and
the] Purchaser is not acquiring the Series 1999-1 Certificate as an agent or
otherwise for any other person. The Purchaser is a [_________] organized under
the laws of [ ].
(v) The Purchaser is an institutional "accredited investor" within the
meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. The Purchaser understands that the offering and sale of the
Series 1999-1 Certificates have not been and will not be registered under the
Securities Act of 1933, as amended, and have not and will not be registered or
qualified under any applicable state securities or "blue sky" law, and that the
offering and sale of the Series 1999-1 Certificates have not been reviewed by,
passed on or
submitted to the Commission or any other federal or state agency or commission,
securities exchange or other regulatory body.
(vi) The Purchaser[, through the Administrative Agent,] is acquiring a
Series 1999-1 Certificate without a view to any distribution, resale or other
transfer thereof, except as contemplated by the following sentence. The
Purchaser shall not resell or otherwise transfer the Series 1999-1 Certificates
or any portion thereof, except (A) in accordance with Section 9.9 of the Series
1999-1 Supplement and (B) (i) pursuant to an effective registration statement
under the Securities Act of 1933, as amended; or (ii) in a transaction exempt
from the registration requirements of the Securities Act of 1933, as amended,
and applicable state securities or "blue sky" laws, to a Person who the
Purchaser reasonably believes is a qualified institutional buyer (within the
meaning thereof in Rule 144A under the Securities Act of 1933, as amended) that
is aware that the resale or other transfer is being made in reliance upon Rule
144A.
(vii) The Purchaser understands that each Series 1999-1 Certificate will
bear legend substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
P&S AND THE SERIES SUPPLEMENT REFERRED TO HEREIN.
THIS CERTIFICATE MAY NOT BE ASSIGNED OR TRANSFERRED DIRECTLY OR INDIRECTLY TO OR
FOR THE BENEFIT OF A BENEFIT PLAN. "BENEFIT PLAN" MEANS (1) ANY EMPLOYEE BENEFIT
PLAN, RETIREMENT ARRANGEMENT, INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN
SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (EACH A "PLAN"), OR (2) AN ENTITY USING "PLAN ASSETS" OF A PLAN.
(viii) The Purchaser acknowledges that the Seller has entered into the
Pooling and Servicing Agreement, the Series 1999-1 Supplement and the
Certificate Purchase Agreement, and the Series 1999-1 Certificates have been (or
shall be) issued, with the intention that the Series 1999-1 Certificates shall
qualify under applicable tax law as indebtedness of the Seller secured by the
Receivables. The Purchaser shall treat each Series 1999-1 Certificate as
indebtedness of the Seller secured by the Receivables for Federal income taxes,
state and local income, single business and franchise taxes (imposed on or
measured by income) and any other taxes imposed on or measured by income.
-2-
(ix) This Investment Letter has been duly authorized, executed and
delivered and constitutes the legal, valid and binding obligations of the
Purchaser enforceable against the Purchaser in accordance with its terms.
(x) The Purchaser is not a Benefit Plan, is not acquiring its interest in
any Series 1999-1 Certificate directly or indirectly for the benefit of a
Benefit Plan, and shall not transfer or assign any Series 1999-1 Certificate
directly or indirectly to or for the benefit of a Benefit Plan.
Very truly yours,
_____________________________,
as Purchaser
By:___________________________
Name:
Title:
-3-
SCHEDULE 1
SERIES 1999-1 ACCOUNTS
Name of Series
1999-1 Account Account No.
-------------- -----------
Interest Funding Account 507-888871
Principal Funding Account 507-888928
Reserve Fund 507-888898
All of the foregoing accounts are maintained at the Trustee.
SCHEDULE 2
CERTAIN TERMS USED IN THE DEFINITION OF
SPECIFIED AVAILABLE SUBORDINATION AMOUNT
As used in the definition of Specified Available Subordination Amount:
"Tier-1 Overconcentration" shall mean, as of any Determination Date, that
(a) there is no Tier-2 Overconcentration and no Tier-3 Overconcentration, and
(b) any of the following is then the case:
(i) the amount of the Dealer Overconcentrations exceeds zero;
(ii) the amount of the A/R Receivable Overconcentration exceeds zero;
(iii) the amount of the Asset Based Receivable Overconcentration exceeds
zero;
(iv) the amount of the Manufacturer Overconcentrations exceeds zero;
(v) the amount of the Product Line Overconcentration exceeds zero; or
(vi) the amount of the Individual Unsecured Receivable Overconcentration
exceeds zero, provided that, for purposes of this clause (vi), the Individual
Unsecured Receivable Overconcentration shall be calculated as if the percentage
in clause (ii)(b) of the definition thereof were three-quarters of one percent
(0.75%) rather than one-half of one percent (0.50%).
"Tier-2 Overconcentration" shall mean, as of any Determination Date, that
(a) there is no Tier-3 Overconcentration, and (b) any of the following is then
the case:
(i) the amount of the Dealer Overconcentrations exceeds zero, provided
that for purposes of this clause (i), the Dealer Overconcentrations shall be
calculated as if the percentage in clause (i) of the definition of Dealer
Overconcentration were two and one-half percent (2.5%) rather than two percent
(2%) and as if the percentage in clause (ii) of the definition of Dealer
Overconcentration were three and one-half percent (3.5%) rather than three
percent (3%);
(ii) the amount of the A/R Receivable Overconcentration exceeds zero,
provided that, for purposes of this clause (b), the A/R Receivable
Overconcentration shall be calculated as if the percentage in the definition
thereof were thirty percent (30%) rather than twenty percent (20%);
(iii) the amount of the Asset Based Receivable Overconcentration exceeds
zero;
(iv) the amount of the Manufacturer Overconcentrations exceeds zero;
(v) the amount of the Product Line Overconcentration exceeds zero; or
(vi) the amount of the Individual Unsecured Receivable Overconcentration
exceeds zero, provided that, for purposes of this clause (vi), the Individual
Unsecured Receivable Overconcentration shall be calculated as if the percentage
in clause (ii)(b) of the definition thereof were one percent (1%) rather than
one-half of one percent (0.50%).
"Tier-3 Overconcentration" shall mean, as of any Determination Date, that
the Overconcentration Amount exceeds zero as a result of an overconcentration
which exceeds the applicable percentages of the Pool Balance referred to in the
definition of Asset Based Receivable Overconcentration, in the definition of
Manufacturer Overconcentrations, in the definition of Product Line
Overconcentration, or in clause (i), (ii) or (vi) of the definition of Tier-2
Overconcentration.
-2-
