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EXHIBIT 4.1
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
----------
SERIES SUPPLEMENT
Dated as of March 10, 1999
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
----------
$500,000,000 Class A Certificates
$26,316,000 Class B Certificates
DISCOVER CARD MASTER TRUST I
SERIES 1999-2 CERTIFICATES
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TABLE OF CONTENTS
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Page
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SERIES TERM SHEET .............................................................................................................1
ANNEX..........................................................................................................................1
SECTION 1. Definitions.........................................................................................................1
SECTION 2. Subordination......................................................................................................30
SECTION 3. Representations and Warranties of the Sellers......................................................................30
SECTION 4. Representations and Warranties of Greenwood as Master Servicer and Servicer. .....................................30
SECTION 5. Representations and Warranties of Other Servicers..................................................................31
SECTION 6. Representations and Warranties of the Trustee......................................................................31
SECTION 7. Authentication of Certificates.....................................................................................31
SECTION 8. Establishment and Administration of Investor Accounts and the Credit Enhancement Account...........................31
SECTION 9. Allocations of Collections.........................................................................................37
SECTION 10. Payments..........................................................................................................50
SECTION 11. Credit Enhancement................................................................................................58
SECTION 12. Alternative Credit Support Election...............................................................................60
SECTION 13. Calculation of Investor Losses....................................................................................61
SECTION 14. Servicing Compensation............................................................................................62
SECTION 15. Class Interest Rate Caps..........................................................................................62
SECTION 16. Class Interest Rate Swaps.........................................................................................64
SECTION 17. Class Currency Swaps..............................................................................................64
SECTION 18. Investor Certificateholders' Monthly Statement....................................................................66
SECTION 19. Master Servicer's Monthly Certificate.............................................................................66
SECTION 20. Notices. ........................................................................................................66
SECTION 21. Additional Amortization Events....................................................................................63
SECTION 22. Early Accumulation Events; Additional Amortization Events.........................................................65
SECTION 23. Purchase of Investor Certificates and Series Termination..........................................................70
SECTION 24. Variable Accumulation Period......................................................................................71
SECTION 25. Optional Accumulation Period Commencement.........................................................................72
SECTION 26. Series Yield Factor...............................................................................................72
SECTION 27. Ratification of Pooling and Servicing Agreement...................................................................72
SECTION 28. Counterparts......................................................................................................72
SECTION 29. Governing Law.....................................................................................................72
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EXHIBITS
EXHIBIT A: Form of Investors Certificates
EXHIBIT B: Form of Certificateholders' Monthly Statement
EXHIBIT C: Form of Master Servicer's Monthly Certificate
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DISCOVER CARD MASTER TRUST I
SERIES 1999-2 CERTIFICATES
This Series of Master Trust Certificates is established pursuant to Section
6.06 of that certain Pooling and Servicing Agreement, dated as of October 1,
1993, as amended, by and between GREENWOOD TRUST COMPANY, a Delaware banking
corporation ("Greenwood"), as Master Servicer, Servicer and Seller and U.S. BANK
NATIONAL ASSOCIATION (formerly First Bank National Association, successor
trustee to Bank of America Illinois, formerly Continental Bank, National
Association) (the "Trustee"), as Trustee (the "Pooling and Servicing
Agreement"). This SERIES TERM SHEET and the ANNEX attached hereto, by and among
the Master Servicer, the Servicers, the Sellers and the Trustee, constitute the
SERIES SUPPLEMENT (the "Series Supplement"). The Pooling and Servicing Agreement
and this Series Supplement together establish the Series of Master Trust
Certificates to be known as the DISCOVER CARD MASTER TRUST I, SERIES 1999-2
CERTIFICATES.
SERIES TERM SHEET
Date of Series Term Sheet March 10, 1999.
Group One.
Series Initial Investor Interest $526,316,000
Class Initial Investor Interest of each Class of
Investor Certificates Class A - $500,000,000.
Class B - $26,316,000.
Class Initial Foreign Currency Investor Interest
of each Class of Investor Certificates Class A - Not applicable.
Class B - Not applicable.
Class A Expected Final Payment Date The Distribution Date in April 2002.
Class B Expected Final Payment Date The Distribution Date in May 2002.
Type of Structure Bullet Maturity.
Certificate Rates Class A - 5.90% per annum, calculated on
the basis of a 360-day year of twelve 30-day
months (or, in the case of accrual of
interest for the period from and
including the Series Closing Date to but
excluding the April 1999 Distribution
Date, calculated on the basis of the
number of days elapsed and a 360-day
year, assuming the month of March has 30
days).
Class B - 6.10% per annum, calculated on
the basis of a 360-day year of twelve
30-day months (or, in the case of
accrual of interest for the period from
and including the Series Closing
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Date to but excluding the April 1999
Distribution Date, calculated on the
basis of the number of days elapsed and
a 360-day year, assuming the month of
March has 30 days).
Monthly Amortization Rate Not applicable.
Prepayment Calculation Table Not applicable.
Prepayment Determination Date Not applicable.
Foreign Currency Certificate Rates Class A - Not applicable.
Class B - Not applicable.
Class Cap Rate Not applicable.
Class Maximum Rate Not applicable.
Class Interest Rate Swap Class A - Not applicable.
Class B - Not applicable.
Interest Rate Swap Counterparty Not applicable.
Class Currency Swap Class A - Not applicable.
Class B - Not applicable.
Currency Swap Counterparty Not applicable.
Currency Swap Downgrade Trigger Not applicable.
Minimum Investor Certificate Ratings Class A - Not applicable.
Class B - Not applicable.
Currency Swap Dollar Escrow Account Not applicable.
Class Foreign Currency Distribution Account Not applicable.
Foreign Depository Not applicable.
Foreign Currency Not applicable.
Foreign Business Day Not applicable.
Escrow Agent Not applicable.
Escrow Agreement Not applicable.
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Initial Exchange Date Not applicable.
Second Exchange Date Not applicable.
LIBOR Determination Date Not applicable.
Series Yield Factor Initially zero, but may be increased pursuant to
Section 26.
Series Cut-Off Date March 1, 1999.
Series Closing Date March 10, 1999.
Date from which Interest for First Interest
Payment Date Shall Accrue Series Closing Date.
Distribution Dates April 15, 1999 and the 15th day of each
calendar month thereafter (or, if such
day is not a Business Day, the next
succeeding Business Day).
Interest Payment Dates The 15th day of each April and October
(or, if such day is not a Business Day,
the next succeeding Business Day),
commencing in October 1999, and with
respect to the Class B Certificates, on
the Class B Expected Final Payment Date
(or monthly under certain
circumstances).
Statement Dates Each Distribution Date, commencing in April
1999.
Principal Payment Date Not applicable.
Interest Calculation Dates Not applicable.
Accumulation Commencement Date Not applicable.
Accumulation Period Unless an Amortization Event shall have
occurred prior thereto, the period
commencing on the Principal Commencement
Date and ending on the earliest to occur
of (x) the payment in full of the Series
Invested Amount, (y) the Amortization
Commencement Date, and (z) the Series
Termination Date.
Accumulation Amount (a) Through the Class A Expected Final
Payment Date, the greater of (i)
$41,666,666.67 and (ii) if the Master
Servicer elects to delay commencement of
the Accumulation Period in
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accordance with Section 24, the Class A
Initial Investor Interest divided by the
number of Distribution Dates from the
commencement of the Accumulation Period
through and including the Class A
Expected Final Payment Date, and (b)
thereafter, $26,316,000.
Principal Commencement Date The first day of the Due Period related
to the May 2001 Distribution Date (or
such later Distribution Date as the
Master Servicer may elect in accordance
with Section 24).
Revolving Period From the Series Cut-Off Date to but
excluding the earlier to occur of (i)
the Principal Commencement Date, and
(ii) the Amortization Commencement Date.
Controlled Liquidation Period Not applicable.
Early Accumulation Period Not applicable.
Type of Credit Enhancement Cash collateral account.
Stated Shared Credit Enhancement Amount There shall be no Shared Credit Enhancement.
Stated Class B Credit Enhancement Amount $21,052,640.
Credit Enhancement Provider Collectively, the one or more lenders
making a loan in order to provide the
initial funds on deposit in the Credit
Enhancement Account, or any successor
provider of the Credit Enhancement.
Maximum Shared Credit Enhancement Amount There shall be no Shared Credit Enhancement.
Maximum Class B Credit Enhancement Amount On any Distribution Date (a) prior to the making of
an Effective Alternative Credit Support Election,
the greater of (i) $5,263,160 and (ii) (x) if a
Supplemental Credit Enhancement Event has not
occurred, an amount equal to 4.0% of the Series
Investor Interest as of the last day of the related
Due Period, or (y) if a Supplemental Credit
Enhancement Event has occurred, an amount equal to
5.0% of the Series Investor Interest as of the last
day of the related Due Period or (b) subsequent to
the making of an Effective Alternative Credit
Support Election, the greater of (i) $5,263,160 and
(ii) an amount equal to 8.5% of the Series Investor
Interest as of the last day of the related Due
Period;
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provided, however, that if an
Amortization Event with respect to the
Series established hereby occurs, the
Maximum Class B Credit Enhancement
Amount for each Distribution Date
thereafter shall equal the Maximum Class
B Credit Enhancement Amount for the
Distribution Date immediately preceding
the occurrence of the Amortization
Event; and provided, further, that if a
Credit Enhancement Drawing has been
made, until such time as the Available
Class B Credit Enhancement Amount has
been reinstated in an amount at least
equal to the amount of such Credit
Enhancement Drawing, the Maximum Class B
Credit Enhancement Amount shall be the
Maximum Class B Credit Enhancement
Amount as of the date of such Credit
Enhancement Drawing.
Total Maximum Credit Enhancement Amount On any Distribution Date, the Maximum
Class B Credit Enhancement Amount for
such Distribution Date.
Additional Credit Support Amount The lesser of (x) (i) $23,684,220 prior to the
occurrence of a Supplemental Credit Enhancement
Event or (ii) $18,421,060 following the
occurrence of a Supplemental Credit Enhancement
Event and (y) the difference between the Maximum
Class B Credit Enhancement Amount (after giving
effect to an Alternative Credit Support
Election) and the Available Class B Credit
Enhancement Amount (immediately before giving
effect to the Alternative Credit Support
Election).
Supplemental Credit Enhancement Amount The lesser of (x) (i) $5,263,160 prior to
the occurrence of an Alternative Credit Support
Election or (ii) zero following the occurrence
of an Alternative Credit Support Election and
(y) the difference between the Maximum Class B
Credit Enhancement Amount (after giving effect
to the occurrence of a Supplemental Credit
Enhancement Event) and the Available Class B
Credit Enhancement Amount (immediately before
giving effect to the occurrence of a
Supplemental Credit Enhancement Event).
Initial Subordinated Amount $44,736,860.
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Additional Subordinated Amount $26,315,800.
Supplemental Subordinated Amount Zero.
Series Buffer Amount Zero.
Group Buffer Amount Zero.
Investor Servicing Fee Percentage 2.0% per annum calculated on the basis of a
360-day year of twelve 30-day months.
Supplemental Servicing Fee Percentage Zero.
Amount of Additional Funds Initially, zero.
Eligible for Reallocations to and from Other
Series in Group Yes.
Series Termination Date The first Business Day following the Distribution
Date in October 2004.
Estimated Investment Shortfall On any date of determination, the positive
difference, if any, between (i) the Certificate
Rate for the Class for whose benefit the amounts
on deposit in the Series Principal Funding
Account are held as of such date of
determination and (ii) the weighted average
yield (expressed as a Money Market Yield) on the
investments in the Series Principal Funding
Account as of such date of determination.
Estimated Yield On any date of determination, the Portfolio
Yield for the immediately preceding Due Period
less 2.00%.
Classes, if any, subject to Regulation S restrictions Not applicable.
Classes, if any, subject to ERISA restrictions Class B.
Bearer Certificates Not applicable.
Registered Certificates Class A and Class B Certificates.
Class A Certificate Each certificate executed by the Sellers and
authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.
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Class B Certificate Each certificate executed by the Sellers and
authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.
Temporary Global Certificate Not applicable.
Permanent Global Certificate Not applicable.
Technical Global Certificate Not applicable.
Class A Coupon Not applicable.
Technical Global Coupon Not applicable.
Special Certificate Not applicable.
Monthly Payment Coupon Not applicable.
Notices Not applicable.
Representative of the Managers Not applicable.
Listing Agent Not applicable.
Principal Paying Agent Class A - Not applicable.
Class B - Not applicable.
Paying Agents Class A and Class B - the Corporate Trust Office
of the Trustee.
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IN WITNESS WHEREOF, the Sellers, the Master Servicer, the Servicers and
the Trustee have caused this Series Supplement to be duly executed by their
respective officers thereunto duly authorized as of the date and year first
above written.
GREENWOOD TRUST COMPANY,
as Seller, Master Servicer and Servicer
/s/ Xxxx X. Xxxxx
-----------------------------------------
Xxxx X. Xxxxx
Vice President, Chief Accounting Officer
and Treasurer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxx
Vice President
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ANNEX
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and for the benefit of
the Certificateholders:
SECTION 1. Definitions
(a) Capitalized terms not otherwise defined in this Series Supplement
(including the Series Term Sheet) shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. Capitalized terms that refer to a Series or
a Class refer to the Series established hereby or a Class of the Series
established hereby, as applicable, unless the context otherwise clearly
requires.
(b) The following terms have the definitions set forth below with
respect to the Series established hereby, unless the context otherwise clearly
requires:
"Accumulation Amount," if applicable, shall have the meaning set forth
in the Series Term Sheet; provided, however, that such amount may be adjusted
pursuant to Section 24 or 25.
"Accumulation Commencement Date," if applicable, shall have the meaning
set forth in the Series Term Sheet.
"Accumulation Period," if applicable, shall have the meaning set forth
in the Series Term Sheet.
"Additional Credit Support Amount" shall have the meaning set forth in
the Series Term Sheet.
"Additional Subordinated Amount" shall have the meaning set forth in
the Series Term Sheet.
"Alternative Credit Support Election" shall mean an election made by
the Sellers pursuant to Section 12.
"Amortization Commencement Date" shall mean the date on which an
Amortization Event is deemed to occur pursuant to Section 21 hereof.
"Amortization Event" shall mean any event specified in Section 9.01 of
the Pooling and Servicing Agreement or in Section 21 hereof.
"Amortization Period" shall mean the period from, and including, the
Amortization Commencement Date to, and including, the earlier of (i) the date of
the final distribution to Investor Certificateholders of the Series established
hereby and (ii) the Series Termination Date. The first Distribution Date of the
Amortization Period shall be the Distribution Date in the calendar month
following the Amortization Commencement Date.
"Available Class B Credit Enhancement Amount" shall mean, with respect
to the first Distribution Date, the Stated Class B Credit Enhancement Amount,
and, thereafter, shall mean
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the amount available to be drawn under the Credit Enhancement with respect to
the Available Class B Credit Enhancement Amount from time to time, which on any
date of determination shall be equal to the Available Class B Credit Enhancement
Amount for the immediately preceding Distribution Date minus the amount of all
Credit Enhancement Drawings with respect to the Available Class B Credit
Enhancement Amount on or since such immediately preceding Distribution Date,
plus the amount of all payments made to the Trustee as administrator of the
Credit Enhancement with respect to the Available Class B Credit Enhancement
Amount pursuant to Section 9 plus, following an Effective Alternative Credit
Support Election, the Additional Credit Support Amount and, plus, following a
Supplemental Credit Enhancement Event, the Supplemental Credit Enhancement
Amount; provided, however, that from and after the Fully Funded Date, if any,
the Available Class B Credit Enhancement Amount shall equal zero.
"Available Shared Credit Enhancement Amount," if applicable, shall
mean, with respect to the first Distribution Date, the Stated Shared Credit
Enhancement Amount, and, thereafter, shall mean the amount available to be drawn
under the Credit Enhancement with respect to the Available Shared Credit
Enhancement Amount from time to time, which on any date of determination shall
be equal to the Available Shared Credit Enhancement Amount for the immediately
preceding Distribution Date minus the amount of all Credit Enhancement Drawings
with respect to the Available Shared Credit Enhancement Amount on or since such
immediately preceding Distribution Date, and plus the amounts of all payments
made to the Trustee as administrator of the Credit Enhancement with respect to
the Available Shared Credit Enhancement Amount pursuant to Section 9.
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date,
the Initial Subordinated Amount or (ii) with respect to any other
Distribution Date, the Available Subordinated Amount after giving
effect to all adjustments on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after the
Fully Funded Date, if any, the Available Subordinated Amount will equal zero.
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Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
"Calculation Period," if applicable, shall have the meaning specified
in the applicable interest rate cap agreement.
"Cedel" shall mean Cedel Bank, societe anonyme.
"Certificate Interest" shall mean, for any Class for any Interest
Payment Date, the product of (a) the Class Invested Amount for such Class for
such Interest Payment Date and (b) a fraction the numerator of which is (1) with
respect to each Class that has no Subclasses, the Certificate Rate for such
Class or (2) with respect to each Class that has two or more Subclasses, the
Class Weighted Average Certificate Rate, and the denominator of which is (x) if
the relevant Certificate Rate is to be calculated on the basis of the actual
number of days elapsed and a 360-day year, 360 divided by the actual number of
days from and including the immediately preceding Interest Payment Date (or, in
the case of the first Interest Payment Date, from and including the Series
Closing Date) to but excluding the current Interest Payment Date or (y) if the
relevant Certificate Rate is to be calculated on the basis of a 360-day year of
twelve 30-day months, twelve divided by the number of Distribution Dates from
and including the preceding Interest Payment Date to but excluding the current
Interest Payment Date (or, in the case of the first Interest Payment Date, 360
divided by the number of days from and including the Series Closing Date to but
excluding the 15th day of the month in which current Interest Payment Date
occurs, assuming 30-day months).
"Certificate Principal" shall mean, with respect to each Class, the
principal payable in respect of such Class of Investor Certificates.
"Certificate Rate," with respect to any Class or Subclass, shall mean
the certificate rate set forth in the Series Term Sheet with respect to such
Class or Subclass, as such rate may be adjusted as of the beginning of each
Interest Accrual Period, if applicable; provided, however, that the Certificate
Rate for any Class or Subclass that does not have a fixed Certificate Rate shall
not exceed the Class Cap Rate or Class Maximum Rate, as applicable, for such
Class or Subclass; and provided, further, that any interest on the Investor
Certificates (including any interest accrued with respect to any Class
Deficiency Amount) shall be payable or distributed (i) with respect to a Class
that is subject to a Class Currency Swap, to the Currency Swap Counterparty (or,
in the event of a Currency Swap Termination, converted into Foreign Currency by
the Trustee as described in Section 10) or (ii) with respect to a Class that is
not subject to a Class Currency Swap, to the Investor Certificateholders, in
each case, only to the extent permitted by applicable law.
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"Class Additional Funds," if applicable, shall mean, with respect to
any Class for any Distribution Date, an amount equal to the product of (i) a
fraction the numerator of which is the Class Investor Interest and the
denominator of which is the sum of the Class Investor Interests for each Class
of the Series established hereby and (ii) the amount of Series Additional
Investor Funds, in each case for such Distribution Date.
"Class Alternative Deficiency Amount" shall mean, with respect to each
Class, on any Payment Date, the Class Deficiency Amount that would have been
calculated for such Class on such Payment Date if the aggregate unreimbursed
Investor Losses on such Payment Date equalled zero.
"Class B Available Collections" shall mean, if there is a Subordinated
Class with respect to Class A, with respect to any Distribution Date, an amount
equal to the sum of (i) Class B Available Finance Charge Collections for such
Distribution Date and (ii) Class B Principal Collections for such Distribution
Date.
"Class B Available Finance Charge Collections" shall mean, if there is
a Subordinate Class with respect to Class A, with respect to any Distribution
Date, an amount equal to the sum of Class B Finance Charge Collections, Class B
Yield Collections, if any, Class B Investment Income, if any, for the related
Due Period and Class B Additional Funds for such Distribution Date (less Class B
Excess Servicing).
"Class Cap Rate," if applicable, shall mean, with respect to a Class or
Subclass that does not have a fixed or maximum Certificate Rate, the rate that
is specified as such in the Series Term Sheet and in the Class Interest Rate Cap
with respect to such Class or Subclass.
"Class Charge-Off Reimbursement Amount" shall mean, with respect to any
Class with respect to any Distribution Date, the total amount by which the Class
Cumulative Investor Charged-Off Amount for such Class is reduced on such
Distribution Date pursuant to Section 9.
"Class Cumulative Investor Charged-Off Amount" with respect to each
Class for any Distribution Date, shall mean the sum of the Class Investor
Charged-Off Amounts for such Class for all preceding Due Periods that have not
been reimbursed pursuant to Section 9 prior to such Distribution Date, plus the
Class Investor Charged-Off Amount for such Class for the Due Period related to
such Distribution Date, as adjusted pursuant to Section 9 on such Distribution
Date. The Class Cumulative Investor Charged-Off Amount with respect to each
Class initially shall be zero.
"Class Currency Swap," if any, shall mean, with respect to a Class or
Subclass, the currency swap agreement or other currency protection agreement for
the benefit of the Investor Certificateholders of such Class or Subclass, dated
on or before the Series Closing Date, between the Trustee, acting on behalf of
the Trust, and the Currency Swap Counterparty, or any Replacement Class Currency
Swap or Qualified Substitute Class Currency Swap.
"Class Currency Swap Termination Account," if any, shall have the
meaning set forth in Section 8.
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"Class Deficiency Amount" shall mean, with respect to each Class, on
any Payment Date, the amount, if any, by which (a) the sum of (i) Certificate
Interest for such Class accrued since the immediately preceding Payment Date,
(ii) if, since the immediately preceding Payment Date and prior to the current
Payment Date, a Reimbursed Loss Event has occurred, the sum of (A) the
Reimbursed Loss Interest for each previous Distribution Date since the last
Distribution Date on which Investor Losses for such Class equalled zero and (B)
the Reimbursed Loss Interest Gross-up Amount for each previous Distribution Date
since the last Distribution Date on which the aggregate amount of unreimbursed
Investor Losses for such Class equalled zero, (iii) the Class Deficiency Amount
on the immediately preceding Payment Date, and (iv) the Class Deficiency Amount
on the immediately preceding Payment Date multiplied by the product of (A) a
fraction the numerator of which is the weighted average of the Certificate Rates
or of the Class Weighted Average Certificate Rates, as applicable, for such
Class for the relevant Due Periods and the denominator of which is (x) if the
relevant Certificate Rate is to be calculated on the basis of the actual number
of days elapsed and a 360-day year, 360 divided by the actual number of days
from and including the immediately preceding Distribution Date to but excluding
the current Distribution Date or (y) if the relevant Certificate Rate is to be
calculated on the basis of a 360-day year of twelve 30-day months, twelve and
(B) the number of Distribution Dates from and including the preceding Payment
Date to but excluding the current Payment Date exceeds (b) the amount deposited
since the immediately preceding Payment Date into the Series Interest Funding
Account pursuant to Section 10(a)(2)(A).
"Class Excess Servicing" shall mean, with respect to each Class, on any
Distribution Date, the positive difference, if any, between (i) the sum of Class
Finance Charge Collections for the related Due Period, Class Yield Collections
for the related Due Period, if any, Class Investment Income for the related Due
Period, if any, and Class Additional Funds for such Distribution Date, if any,
and (ii) the Class Required Amount.
"Class Expected Final Payment Date" with respect to each Class, if
applicable, shall mean the date designated as such in the Series Term Sheet.
"Class Final Maturity Date" with respect to each Class, if applicable,
shall mean the date designated as such in the Series Term Sheet.
"Class Finance Charge Collections" shall mean, with respect to any
Class, with respect to any day or any Distribution Date or Trust Distribution
Date, as applicable, an amount equal to the product of (x) the Class Percentage
with respect to Finance Charge Collections for the related Distribution Date and
(y) the amount of Finance Charge Collections for such day or for the related Due
Period, as applicable; provided, however, that Class Finance Charge Collections
for each Class shall be increased by the lesser of (i) the amount of Class
Investment Shortfall for such Class and (ii) an amount equal to the product of
the total amount of Finance Charge Collections otherwise allocable to Greenwood
on behalf of the Holder of the Seller Certificate for the related Due Period and
a fraction the numerator of which is the Class Invested Amount for such Class
and the denominator of which is the Aggregate Invested Amount; and provided,
further, that notwithstanding the foregoing, Class Finance Charge Collections
for each Class shall not, with respect to any such day, Distribution Date or
Trust Distribution Date during the
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Accumulation Period or the Early Accumulation Period, as applicable, exceed the
amount that would be available if the Class Percentage with respect thereto were
the percentage equivalent of a fraction the numerator of which is the amount of
the Class Investor Interest on the last day of the Due Period prior to the
commencement of the Accumulation Period or the Early Accumulation Period, and
the denominator of which is the greater of (i) the amount of Principal
Receivables in the Trust on the first day of the related Due Period and (ii) the
sum of the numerators used in calculating the components of the Series
Percentage with respect to Finance Charge Collections for each Series then
outstanding (including the Series established hereby) as of such day,
Distribution Date or Trust Distribution Date, as applicable.
"Class Foreign Currency Certificate Interest," if applicable, shall
mean, with respect to a Class that is subject to a Class Currency Swap, for any
Interest Payment Date, the product of (x) the Class Foreign Currency Invested
Amount with respect to the Distribution Date immediately preceding such Interest
Payment Date and (y) a fraction the numerator of which is the Class Foreign
Currency Certificate Rate and the denominator of which is (i) if the relevant
Certificate Rate is to be calculated on the basis of the actual number of days
elapsed and a 360-day year, 360 divided by the actual number of days from and
including the immediately preceding Interest Payment Date with respect to such
Class (or, in the case of the first Interest Payment Date, from and including
the Series Closing Date) to but excluding the current Interest Payment Date with
respect to such Class or (ii) if the relevant Certificate Rate is to be
calculated on the basis of a 360-day year of twelve 30-day months, twelve
divided by the number of Distribution Dates from and including the preceding
Interest Payment Date to but excluding the current Interest Payment Date (or, in
the case of the first Interest Payment Date, 360 divided by the number of days
from and including the Series Closing Date to but excluding the current Interest
Payment Date, assuming 30-day months).
"Class Foreign Currency Certificate Rate," if applicable, shall have
the meaning set forth in the Series Term Sheet.
"Class Foreign Currency Distribution Account," if any, shall have the
meaning set forth in Section 8 and shall be established at the bank specified in
the Series Term Sheet.
"Class Foreign Currency Interest Shortfall," if applicable, shall have
the meaning set forth in Section 10.
"Class Foreign Currency Invested Amount," if applicable, shall mean,
with respect to a Class for any Distribution Date, an amount equal to the Class
Foreign Currency Initial Investor Interest minus the sum of (a) the aggregate
amount of principal payments in Foreign Currency paid to the Certificateholders
of such Class prior to such Distribution Date, (b) the aggregate amount of
Investor Losses of such Class not reimbursed prior to such Distribution Date,
converted into Foreign Currency at the Currency Swap Exchange Rate (or,
following a Currency Swap Termination, multiplied by a fraction, the numerator
of which is the Class Foreign Currency Invested Amount on the immediately
preceding Distribution Date minus the aggregate amount of principal payments in
Foreign Currency paid to the Certificateholders of such Class subsequent to such
Distribution Date and the denominator of which is the Class Invested
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18
Amount) and (c) the aggregate amount of losses of principal on investments of
funds on deposit for the benefit of such Class in the Series Principal Funding
Account, if applicable, converted into Foreign Currency at the Currency Swap
Exchange Rate (or, following a Currency Swap Termination, multiplied by a
fraction, the numerator of which is the Class Foreign Currency Invested Amount
on the immediately preceding Distribution Date minus the aggregate amount of
principal payments in Foreign Currency paid to the Certificateholders of such
Class subsequent to such Distribution Date and the denominator of which is the
Class Invested Amount).
"Class Foreign Currency Modified Required Amount," if applicable, shall
mean (i) on any Distribution Date prior to a Currency Swap Termination, the
product of (a) the Class Modified Required Amount with respect to such
Distribution Date, (b) the Currency Swap Exchange Rate and (c) a fraction the
numerator of which is the Class Foreign Currency Certificate Rate and the
denominator of which is the Class Certificate Rate and (ii) on any Distribution
Date following a Currency Swap Termination, the product of (a) the Class
Modified Required Amount with respect to such Distribution Date, (b) a fraction,
the numerator of which is the Class Foreign Currency Invested Amount for such
Class for such Distribution Date and the denominator of which is the Class
Invested Amount for such Class for such Distribution Date and (c) a fraction,
the numerator of which is the Class Foreign Currency Certificate Rate and the
denominator of which is the Class Certificate Rate.
"Class Initial Investor Interest" shall mean, with respect to each
Class, the aggregate face amount of Investor Certificates of such Class as
specified in the Series Term Sheet.
"Class Interest Rate Cap," if applicable, shall mean, with respect to a
Class or Subclass that does not have a fixed or maximum Certificate Rate, the
interest rate cap agreement or other interest rate protection for the benefit of
the Investor Certificateholders of such Class or Subclass, dated on or before
the Series Closing Date, between the Trustee, acting on behalf of the Trust, and
the Interest Rate Cap Provider, or any Replacement Interest Rate Cap or
Qualified Substitute Cap Arrangement.
"Class Interest Rate Cap Payment" shall mean, with respect to a Class
or Subclass that does not have a fixed or maximum Certificate Rate, with respect
to any Interest Payment Date, any payment required to be made on such Interest
Payment Date by the Interest Rate Cap Provider with respect to the Class
Interest Rate Cap for such Class or Subclass.
"Class Interest Rate Swap," if applicable, shall mean, with respect to
a Class or Subclass, the interest rate swap agreement or other interest rate
protection agreement with respect to any Class or Subclass, dated on the Series
Closing Date, between the Trust and the Swap Counterparty and any replacement or
successor interest rate swap agreement or interest rate protection agreement.
"Class Invested Amount" shall mean, with respect to any Class for any
Distribution Date, an amount equal to the Class Initial Investor Interest minus
the sum of (a)(i) with respect to a Class that is subject to a Class Currency
Swap, the aggregate amount of payments of Certificate Principal (in Dollars)
deposited into the Currency Swap Dollar Escrow Account for payment to the
Currency Swap Counterparty for the benefit of such Class, or, in the event of a
Currency
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19
Swap Termination, converted into Foreign Currency by the Trustee at the then
prevailing spot exchange rate in New York for payment to the Investor
Certificateholders of such Class or (ii) with respect to a Class that is not
subject to a Class Currency Swap, the aggregate amount of payments of
Certificate Principal paid to such Class of Investor Certificateholders, in each
case prior to such Distribution Date, (b) the aggregate amount of Investor
Losses of such Class not reimbursed prior to such Distribution Date and (c) the
aggregate amount of losses of principal on investments of funds on deposit for
the benefit of such Class in the Series Principal Funding Account, if
applicable.
"Class Investment Income" shall mean, with respect to any Class, income
from the investment of funds on deposit in the Series Principal Funding Account
for the benefit of such Class less Excess Income.
"Class Investment Shortfall" with respect to each Class with respect to
any Distribution Date during the Accumulation Period or the Early Accumulation
Period, if applicable, shall mean an amount equal to the positive difference, if
any, between (i) one-twelfth of the product of (a) (x) with respect to each
Class that has no Subclasses, the Certificate Rate, or (y) with respect to each
Class that has two or more Subclasses, the Class Weighted Average Certificate
Rate, in each case for the related Due Period, and (b) the amount on deposit in
the Series Principal Funding Account for the benefit of such Class as of the end
of the previous Distribution Date and (ii) Class Investment Income for the
related Due Period.
"Class Investor Charged-Off Amount" shall mean, with respect to each
Class for any Distribution Date, an amount equal to the sum of (i) the product
of (a) the Charged-Off Amount for such Distribution Date and (b) the Class
Percentage with respect to the Charged-Off Amount and (ii) if there is a
Subordinate Class with respect to Class A, with respect to Class B only, the sum
of (a) the positive difference, if any, between (x) the Class B Subordinated
Payment and (y) the amount of Class B Available Finance Charge Collections for
the related Due Period and (b) the amount by which the Class A Cumulative
Investor Charged-Off Amount is reduced by way of a reallocation of Class B
Investor Interest pursuant to Section 9.
"Class Investor Interest" shall mean, with respect to any Class for any
Distribution Date, an amount equal to the Class Invested Amount for such Class
for such Distribution Date minus, if applicable, the aggregate amount on deposit
in the Series Principal Funding Account for the benefit of such Class in respect
of Principal Collections.
"Class Maximum Rate," if applicable, shall have the meaning set forth
in the Series Term Sheet with respect to any Class or Subclass.
"Class Modified Required Amount" with respect to any Class on any
Distribution Date, shall mean the Class Required Amount for such Distribution
Date minus the sum of all accrued but unpaid Class Monthly Servicing Fees.
"Class Monthly Deficiency Amount" with respect to any Class on any
Distribution Date, shall have the meaning set forth in Section 10. The Class
Monthly Deficiency Amount for each Class initially shall be zero.
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20
"Class Monthly Servicing Fee" with respect to any Class for any
Distribution Date, shall mean an amount equal to the product of (x) a fraction
the numerator of which shall be the Class Investor Interest and the denominator
of which shall be the Series Investor Interest, in each case on the first day of
the related Due Period and (y) the amount of the Investor Servicing Fee for the
related Due Period.
"Class Percentage" shall mean, with respect to any Class with respect
to any Distribution Date or any Trust Distribution Date, as applicable:
(a) when used with respect to the Charged-Off Amount, the
percentage equivalent of a fraction the numerator of which shall be the
amount of the Class Investor Interest and the denominator of which
shall be the greater of (i) the amount of Principal Receivables in the
Trust and (ii) the Aggregate Investor Interest, in each case on the
first day of the related Due Period; or
(b) when used with respect to Principal Collections prior to
the occurrence of a Fixed Principal Allocation Event, the percentage
equivalent of a fraction the numerator of which shall be the amount of
the Class Investor Interest on the first day of the related Due Period
and the denominator of which shall be the greater of (i) the amount of
Principal Receivables in the Trust on the first day of the related Due
Period and (ii) the sum of the numerators used in calculating the
components of the Series Percentage with respect to Principal
Collections for each Series then outstanding (including the Series
established hereby) as of such Distribution Date or Trust Distribution
Date, as applicable; or
(c) when used with respect to Principal Collections on and
after the occurrence of a Fixed Principal Allocation Event, the
percentage equivalent of a fraction, the numerator of which shall be
the amount of the Class Investor Interest on the last day of the Due
Period prior to the occurrence of a Fixed Principal Allocation Event
and the denominator of which shall be the greater of (i) the amount of
Principal Receivables in the Trust on the first day of the related Due
Period and (ii) the sum of the numerators used in calculating the
components of the Series Percentage with respect to Principal
Collections for each Series then outstanding (including the Series
established hereby) as of such Distribution Date or Trust Distribution
Date, as applicable; provided, however, that from and after the Fully
Funded Date, if any, the Class Percentage with respect to Principal
Collections will equal zero; or
(d) when used with respect to Finance Charge Collections
during the Revolving Period and the Accumulation Period or the
Controlled Liquidation Period, as applicable, and provided that an
Effective Alternative Credit Support Election has been made, during the
Early Accumulation Period or the Amortization Period, the percentage
equivalent of a fraction the numerator of which shall be the amount of
the Class Investor Interest on the first day of the related Due Period
and the denominator of which shall be the greater of (i) the
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21
amount of Principal Receivables in the Trust on the first day of the
related Due Period and (ii) the sum of the numerators used in
calculating the components of the Series Percentage with respect to
Finance Charge Collections for each Series then outstanding (including
the Series established hereby) as of such Distribution Date or Trust
Distribution Date, as applicable; provided, however, that from and
after the Fully Funded Date, if any, the Class Percentage with respect
to Finance Charge Collections will equal zero; or
(e) when used with respect to Finance Charge Collections
during the Early Accumulation Period or the Amortization Period,
provided that an Effective Alternative Credit Support Election has not
been made, the percentage equivalent of a fraction the numerator of
which shall be the amount of the Class Investor Interest on the last
day of the Due Period prior to the occurrence of an Early Accumulation
Event or an Amortization Event, and the denominator of which shall be
the greater of (i) the amount of Principal Receivables in the Trust on
the first day of the related Due Period and (ii) the sum of the
numerators used in calculating the components of the Series Percentage
with respect to Finance Charge Collections for each Series then
outstanding (including the Series established hereby) as of such
Distribution Date or Trust Distribution Date, as applicable; provided,
however, that from and after the Fully Funded Date, if any, the Class
Percentage with respect to Finance Charge Collections will equal zero.
"Class Principal Collections" shall mean, with respect to any Class
with respect to any day or any Distribution Date or Trust Distribution Date, as
applicable, an amount equal to the product of (x) the Class Percentage with
respect to Principal Collections for the related Distribution Date and (y) the
amount of Principal Collections for such day or for the related Due Period, as
applicable.
"Class Required Amount" with respect to any Class on any Distribution
Date, shall mean the sum of (i) the product of (a) the Class Invested Amount
with respect to such Class for such Distribution Date and (b) a fraction, the
numerator of which is the Certificate Rate for such Class, and the denominator
of which is (x) if the relevant Certificate Rate is to be calculated on the
basis of the actual number of days elapsed and a 360-day year, (A) if each
Interest Payment Date is also a Distribution Date, 360 divided by the actual
number of days from and including the immediately preceding Distribution Date
(or in the case of the first Distribution Date, from and including the Series
Closing Date) to but excluding the current Distribution Date or (B) if each
Interest Payment Date is not also a Distribution Date, 360 divided by the actual
number of days from and including the immediately preceding Interest Calculation
Date (or in the case of the first Distribution Date, from and including the
Series Closing Date) to but excluding the Interest Calculation Date following
the current Distribution Date or (y) if the relevant Certificate Rate is to be
calculated on the basis of a 360-day year of twelve 30-day months, twelve (or in
the case of the first Distribution Date, 360 divided by the number of days from
and including the Series Closing Date to but excluding the current Distribution
Date (if each Interest Payment Date is also a Distribution Date) or the Interest
Calculation Date following the current Distribution Date (if each Interest
Payment Date is not also a Distribution Date), assuming each month has 30
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22
days), (ii) the Class Monthly Deficiency Amount on the immediately preceding
Distribution Date, (iii) the Class Deficiency Amount on the immediately
preceding Payment Date multiplied by a fraction the numerator of which is the
weighted average of the Certificate Rates or of the Class Weighted Average
Certificate Rates, as applicable, for such Class for each Due Period subsequent
to the immediately preceding Payment Date plus 2.00% per annum and the
denominator of which is (x) if the relevant Certificate Rate is to be calculated
on the basis of the actual number of days elapsed and a 360-day year, 360
divided by the actual number of days from and including the immediately
preceding Distribution Date to but excluding the current Distribution Date or
(y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve, (iv) if on the immediately
preceding Distribution Date a Reimbursed Loss Event occurred, the sum of (A) the
Reimbursed Loss Interest for each previous Distribution Date since the last
Distribution Date on which the aggregate amount of unreimbursed Investor Losses
for such Class equalled zero, (B) the Reimbursed Loss Interest Gross-up Amount
for each previous Distribution Date since the last Distribution Date on which
the aggregate amount of unreimbursed Investor Losses for such Class equalled
zero and (C) for any Distribution Date following the Distribution Date
immediately following the Reimbursed Loss Event to and including the next
Payment Date, the Reimbursed Loss Interest Gross-up Amount for such Distribution
Date and (v) the sum of all accrued but unpaid Class Monthly Servicing Fees.
"Class Required Amount Shortfall" with respect to any Class on any
Distribution Date, shall have the meaning set forth in Section 9.
"Class Subordinated Payment" shall mean, if there is a Subordinate
Class with respect to Class A, with respect to any Distribution Date, the
amount, if any, withheld from Class B Available Collections and paid to or for
the benefit of the Class A Certificateholders pursuant to Section 9 on such
Distribution Date.
"Class Weighted Average Certificate Rate," if applicable, shall mean,
for any Class composed of two or more Subclasses, for any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the sum of, for
each Subclass of such Class, the product of the Class Invested Amount for such
Subclass and the Certificate Rate for such Subclass for such Distribution Date,
and the denominator of which is the Class Invested Amount for such Class.
"Class Yield Collections" shall mean, with respect to any Class, with
respect to any day or any Distribution Date, as applicable, an amount equal to
the product of the Class Yield Percentage for such Class and the amount of
Series Yield Collections for such day or the related Due Period, as applicable.
"Class Yield Percentage" shall mean, with respect to any Class on any
Distribution Date (i) during the Revolving Period and the Accumulation Period or
the Controlled Liquidation Period, as applicable, and, provided that an
Effective Alternative Credit Support Election has been made, during the Early
Accumulation Period or the Amortization Period, the percentage equivalent of a
fraction the numerator of which shall be the Class Investor Interest for such
Class and the denominator of which shall be the Series Investor Interest, in
each case as of the first day
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of the related Due Period; or (ii) during the Early Accumulation Period or the
Amortization Period, provided that an Effective Alternative Credit Support
Election has not been made, the percentage equivalent of a fraction the
numerator of which shall be the amount of the Class Investor Interest on the
last day of the Due Period prior to the occurrence of an Early Accumulation
Event or Amortization Event and the denominator of which shall be the sum of the
Class Yield Percentages for each Class of the Series established hereby as of
such Distribution Date.
"Commercial Paper Determination Date," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Commercial Paper Rate," if applicable, shall mean, with respect to any
Commercial Paper Determination Date, the rate equal to the Money Market Yield on
such Commercial Paper Determination Date of the rate for commercial paper having
a maturity of 30 days as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15 (519), Selected Interest Rates," or
any successor publication, under the heading "Commercial Paper." In the event
that such rate is not published on such date, then the Commercial Paper Rate
will be the Money Market Yield on such date of the rate for Commercial Paper
having a maturity of 30 days as published by the Federal Reserve Bank of New
York in the daily statistical release "Composite 3:30 p.m. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Commercial
Paper." If on such date the rate for commercial paper is not yet published in
either H.15 (519) or Composite Quotations, the Commercial Paper Rate for such
date shall be calculated by the Trustee and shall be the Money Market Yield of
the arithmetic mean (rounded to the nearest one-hundredth of a percent, with
five hundred one-thousandths of a percent rounded upward) of the offered rates,
as of 11:00 a.m., New York City time, of three leading dealers of commercial
paper in New York City selected by the Trustee on such date, for commercial
paper having a maturity of 30 days placed for an industrial issuer whose bond
rating is "AA" or the equivalent, from either Rating Agency. In the event that
such rates are not available on such date, then the Commercial Paper Rate shall
be the Money Market Yield of the rate for commercial paper so provided in a
comparable source. The Commercial Paper Rate shall be determined by the Trustee.
"Controlled Accumulation Amount" shall have the meaning set forth in
the Series Term Sheet.
"Controlled Liquidation Amount," if applicable, with respect to any
Distribution Date related to the Controlled Liquidation Period, the Accumulation
Period or the Early Accumulation Period shall mean, if applicable, an amount
equal to the sum of the Liquidation Amount and any existing Deficit Liquidation
Amount; provided, however, that the Controlled Liquidation Amount shall not be
less than zero and shall not exceed an amount equal to the Series Invested
Amount.
"Controlled Liquidation Period," if applicable, shall have the meaning
set forth in the Series Term Sheet.
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"Counterparty Currency Swap Default," if applicable, shall mean, in the
absence of a Trust Swap Default, the failure of the Currency Swap Counterparty
to deposit into the Class Foreign Currency Distribution Account on behalf of the
Certificateholders of a Class that is subject to a Class Currency Swap on the
Foreign Business Day immediately preceding any Payment Date with respect to such
Class (or within any applicable grace period specified in the Class Currency
Swap) the sum of (a) the sum of the Class Foreign Currency Modified Required
Amounts for each Distribution Date of the Interest Accrual Period and (b) if
applicable, the product of (x) the amount of principal deposited into the
Currency Swap Dollar Escrow Account and (y) the Currency Swap Exchange Rate (if
such failure constitutes a default under the terms of the Class Currency Swap).
"Credit Enhancement" shall mean any credit enhancement obtained by the
Master Servicer in accordance with Section 11.
"Credit Enhancement Account," if applicable, shall have the meaning set
forth in Section 8.
"Credit Enhancement Agreement" shall mean the Agreement among the
Sellers, the Master Servicer, the Trustee and the Credit Enhancement Provider
with respect to the Credit Enhancement.
"Credit Enhancement Drawing" shall mean any drawing made under the
Credit Enhancement.
"Credit Enhancement Fee" shall mean, on any Distribution Date, the sum
of all fees and interest payable to the Credit Enhancement Provider or the
Trustee as administrator of the Credit Enhancement for the related Due Period
pursuant to the Credit Enhancement Agreement.
"Credit Enhancement Provider" shall have the meaning set forth in the
Series Term Sheet.
"Currency Swap Counterparty," if any, shall have the meaning set forth
in the Series Term Sheet.
"Currency Swap Dollar Escrow Account," if any, shall have the meaning
set forth in Section 8 and shall be maintained at the Escrow Agent specified in
the Series Term Sheet.
"Currency Swap Downgrade Trigger," if any, shall have the meaning set
forth in the Series Term Sheet.
"Currency Swap Exchange Rate," if applicable, shall mean the fixed
Foreign Currency-to-Dollar exchange rate specified in the Class Currency Swap.
"Currency Swap Termination," if applicable, shall mean the termination
of the Class Currency Swap (without the replacement thereof by a Replacement
Class Currency Swap or a
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Qualified Substitute Class Currency Swap Arrangement) prior to the payment in
full of the Class Foreign Currency Invested Amount.
"Deficit Accumulation Amount" shall mean, with respect to the first
Distribution Date of the Accumulation Period, zero, and with respect to any
other Distribution Date of the Accumulation Period, the amount, if any, by which
the amount deposited into the Series Principal Funding Account on the preceding
Distribution Date is less than the Controlled Accumulation Amount for such
preceding Distribution Date.
"Deficit Liquidation Amount" shall mean, with respect to the first
Distribution Date relating to the Due Period commencing on the Principal
Commencement Date, zero, and with respect to any subsequent Distribution Date,
the amount, if any, by which the amount of Certificate Principal paid to the
Investor Certificateholders on the preceding Distribution Date is less than the
Controlled Liquidation Amount for such preceding Distribution Date.
"Dollars" or "U.S.$" or "$" shall mean the lawful currency of the
United States of America.
"Drawing Date" shall mean the first Business Day preceding each
Distribution Date.
"Early Accumulation Commencement Date," if applicable, shall mean the
date on which an Early Accumulation Event is deemed to occur.
"Early Accumulation Event," if applicable, shall mean any event
specified in Section 22 hereof.
"Early Accumulation Period," if applicable, shall have the meaning set
forth in the Series Term Sheet.
"Effective Alternative Credit Support Election" shall have the meaning
specified in Section 12.
"Escrow Agent," if applicable, shall have the meaning set forth in the
Series Term Sheet.
"Escrow Agreement," if applicable, shall have the meaning set forth in
the Series Term Sheet.
"Estimated Investment Shortfall," if applicable, shall have the meaning
set forth in the Series Term Sheet.
"Estimated Principal Distribution Amount," if applicable, shall mean,
with respect to any date of determination during the Early Accumulation Period,
an amount equal to the Series Principal Collections for the prior Distribution
Date; provided, however, that such amount shall not exceed the Series Investor
Interest as of such prior Distribution Date.
"Estimated Yield," if applicable, shall have the meaning specified in
the Series Term Sheet.
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"Excess Income" on any Distribution Date shall mean an amount equal to
the excess, if any, of (a) interest and other income (net of investment
expenses) on such Distribution Date with respect to the funds on deposit in the
Series Principal Funding Account during the related Interest Period over (b) the
amount on deposit in the Series Principal Funding Account in respect of
Certificate Principal during such Interest Period multiplied by a fraction, the
numerator of which is the Certificate Rate or the Class Weighted Average
Certificate Rate, as applicable, for the Class for whose benefit the amounts on
deposit in the Series Principal Funding Account are held during such Interest
Period and the denominator of which is (x) if the relevant Certificate Rate is
to be calculated on the basis of the actual number of days elapsed and a 360-day
year, 360 divided by the actual number of days from and including the
immediately preceding Distribution Date to but excluding the current
Distribution Date or (y) if the relevant Certificate Rate is to be calculated on
the basis of a 360-day year of twelve 30-day months, twelve.
"Fixed Principal Allocation Event" shall mean the earliest of (a) the
beginning of the Due Period immediately following the Due Period related to the
first Distribution Date during the Controlled Liquidation Period or the
Accumulation Period, as applicable, with respect to the Series established
hereby on which the Series Available Principal Amount is less than zero; (b) the
date on which an Early Accumulation Event or an Amortization Event with respect
to the Series established hereby occurs; and (c) a date selected by the Master
Servicer, if any. If the Master Servicer establishes a date for a Fixed
Principal Allocation Event pursuant to clause (c) of the preceding sentence, the
Master Servicer shall provide notification of such date to Greenwood on behalf
of the Holder of the Seller Certificate, the Trustee, the Credit Enhancement
Provider and the Rating Agencies no later than two Business Days prior to such
date.
"Foreign Business Day," if applicable, shall have the meaning set forth
in the Series Term Sheet.
"Foreign Currency," if applicable, shall have the meaning set forth in
the Series Term Sheet.
"Foreign Currency LIBOR," if applicable, shall mean, with respect to
any LIBOR Determination Date, the rate for deposits in Foreign Currency with a
duration comparable to the relevant Interest Accrual Period which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such day. If such rate does
not appear on Telerate Page 3750, the rate will be determined by the Trustee on
the basis of the rates at which deposits in Foreign Currency are offered by
major banks in the London interbank market, selected by the Trustee, at
approximately 11:00 a.m., London time, on such day to prime banks in the London
interbank market with a duration comparable to the relevant Interest Accrual
Period commencing on that day. The Trustee will request the principal London
office of at least four banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for
that day will be the arithmetic mean of the rates quoted by four major banks in
Frankfurt am Main, selected by the Trustee, at approximately 11:00 a.m.,
Frankfurt am Main time, on that day for loans in Foreign Currency to leading
European banks with a duration comparable to the relevant Interest Accrual
Period commencing on that day.
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"Fully Funded Date," if applicable, shall mean the first Distribution
Date on which the amount of funds on deposit in the Series Principal Funding
Account (after giving effect to all deposits made on such date pursuant to
Section 9) equals the Series Invested Amount for such Distribution Date (prior
to any payments of principal on such date pursuant to Section 10); provided,
however, that the Fully Funded Date shall only occur during the Early
Accumulation Period.
"Funded Credit Enhancement" shall mean any Credit Enhancement that
consists of funds on deposit in one or more segregated trust accounts in the
corporate trust department of an office or branch of the Trustee or a Qualified
Institution for the benefit of the Investor Certificateholders of the Series
established hereby, including, without limitation, a reserve account or a cash
collateral account.
"Group Available Principal Amount" shall mean, with respect to each
Distribution Date, the amount remaining on deposit in the Group Principal
Collections Reallocation Account on such Distribution Date after all withdrawals
have been made from such account for the benefit of any Series in the same Group
as the Series established hereby (including the Series established hereby), but
before such amount is withdrawn from the Group Principal Collections
Reallocation Account and deposited into the Collections Account pursuant to
Section 9(b)(35)).
"Group Buffer Amount," if applicable, shall have the meaning set forth
in the Series Term Sheet.
"Group Excess Spread" shall mean, for any Distribution Date, the sum of
the Series Excess Spreads for each Series (including the Series established
hereby) that is a member of the same Group as the Series established hereby, in
each case for such Distribution Date.
"Group Finance Charge Collections Reallocation Account" shall have the
meaning specified in Section 8.
"Group Principal Allocation Event" shall mean the first Distribution
Date, if any, on which (i) the sum of the amount of Series Principal Collections
less the amount of Series Yield Collections for each Series that is a member of
the same Group as the Series established hereby (including the Series
established hereby) that is not in its Early Accumulation Period or its
Amortization Period is less than (ii) the Group Required Principal Amount for
such Distribution Date.
"Group Principal Collections Reallocation Account" shall have the
meaning specified in Section 8.
"Group Required Principal Amount" shall mean, with respect to the Group
of which the Series established hereby is a member, for any Distribution Date,
the sum of the Series Required Principal Amounts for such Distribution Date for
each Series that is a member of such Group and that is in its Controlled
Liquidation Period or Accumulation Period, as applicable.
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"Initial Credit Enhancement" shall mean the Credit Enhancement first
obtained by the Master Servicer pursuant to Section 11.
"Initial Subordinated Amount," if applicable, shall have the meaning
set forth in the Series Term Sheet.
"Interest Accrual Period" shall mean, with respect to any Interest
Payment Date, the period from and including the Interest Payment Date
immediately preceding such Interest Payment Date (or, in the case of the first
Interest Payment Date, from and including the Series Closing Date) to but
excluding such Interest Payment Date.
"Interest Calculation Date," if applicable, shall have the meaning set
forth in the Series Term Sheet.
"Interest Payment Date" shall mean each date designated as such in the
Series Term Sheet.
"Interest Period" shall mean each period from and including a given
Distribution Date to but excluding the next following Distribution Date
commencing with the earlier to occur of (i) the first Distribution Date of the
Early Accumulation Period or (ii) the first Distribution Date of the
Accumulation Period.
"Interest Rate Cap Provider," if any, shall mean the entity listed as
the Interest Rate Cap Provider in the Series Term Sheet, in its capacity as
obligor under the Class Interest Rate Caps, or if any Replacement Class Interest
Rate Caps or Qualified Substitute Cap Arrangements are obtained pursuant to
Section 15, the obligor with respect to such Replacement Class Interest Rate
Caps or Qualified Substitute Cap Arrangements.
"Interest Rate Swap Counterparty," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Investor Accounts" shall mean, in addition to Investor Accounts
established pursuant to the Pooling and Servicing Agreement, the Series
Collections Account, the Series Principal Collections Account, the Series
Principal Funding Account, the Series Interest Funding Account, the Series
Distribution Account, the Group Finance Charge Collections Reallocation Account
and the Group Principal Collections Reallocation Account and, if applicable, the
Class Foreign Currency Distribution Account, the Currency Swap Dollar Escrow
Account and the Class Currency Swap Termination Account.
"Investor Loss" with respect to each Class, shall mean the amount of
any reduction in the Class Invested Amount with respect to such Class pursuant
to Section 13(b) and, in the event the Receivables are sold pursuant to Section
12.01(b) of the Pooling and Servicing Agreement, the amount, if any, by which
the Class Investor Interest (determined immediately prior to such sale) exceeds
the product of (x) a fraction, the numerator of which is the Class Investor
Interest and the denominator of which is the Aggregate Investor Interest and (y)
the net proceeds of such sale.
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"Investor Servicing Fee" shall mean, with respect to any Distribution
Date, an amount equal to the product of the Investor Servicing Fee Percentage
and the Series Investor Interest on the first day of the Due Period related to
such Distribution Date (or in the case of the first Distribution Date for the
Series established hereby, the Series Initial Investor Interest).
"Investor Servicing Fee Percentage" shall mean the percentage
identified as such in the Series Term Sheet.
"LIBOR," if applicable, shall mean, with respect to any LIBOR
Determination Date, the rate for deposits in United States dollars with a
duration comparable to the relevant Interest Accrual Period which appears on
Telerate Page 3750 as of 11:00 a.m., London time, on such day. If such rate does
not appear on Telerate Page 3750, the rate will be determined by the Trustee on
the basis of the rates at which deposits in United States dollars are offered by
major banks in the London interbank market, selected by the Trustee, at
approximately 11:00 a.m., London time, on such day to prime banks in the London
interbank market with a duration comparable to the relevant Interest Accrual
Period commencing on that day. The Trustee will request the principal London
office of at least four banks to provide a quotation of its rate. If at least
two such quotations are provided, the rate will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the rate for
that day will be the arithmetic mean of the rates quoted by four major banks in
New York City, selected by the Trustee, at approximately 11:00 a.m., New York
City time, on that day for loans in United States dollars to leading European
banks with a duration comparable to the relevant Interest Accrual Period
commencing on that day.
"LIBOR Business Day," if applicable, shall mean a day other than a
Saturday or a Sunday on which banking institutions in the City of London,
England and in New York, New York are not required or authorized by law to be
closed.
"LIBOR Determination Date," if applicable, shall have the meaning set
forth in the Series Term Sheet.
"Liquidation Amount," if applicable, shall have the meaning set forth
in the Series Term Sheet.
"Maximum Class B Credit Enhancement Amount" shall have the meaning set
forth in the Series Term Sheet.
"Maximum Shared Credit Enhancement Amount," if applicable, shall have
the meaning set forth in the Series Term Sheet.
"Money Market Yield" shall mean a yield (expressed as a percentage
rounded to the nearest one-hundredth of a percent, with five hundred
one-thousandths of a percent rounded upwards) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-------
360 - (D x M)
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where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the related Interest Accrual Period.
"Monthly Amortization Rate," if applicable, shall have the meaning set
forth in the Series Term Sheet.
"Net Swap Payment," if applicable, shall mean, with respect to any
Class that is subject to a Class Interest Rate Swap, on any Distribution Date,
the positive difference, if any, between (i) the amount owed by the Trust to the
Interest Rate Swap Counterparty under the Class Interest Rate Swap on such
Distribution Date and (ii) the amount owed by the Interest Rate Swap
Counterparty to the Trust under the Class Interest Rate Swap on such
Distribution Date.
"Net Swap Receipt," if applicable, shall mean, with respect to any
Class that is subject to a Class Interest Rate Swap, on any Distribution Date,
the positive difference, if any, between (i) the amount owed by the Interest
Rate Swap Counterparty to the Trust under the Class Interest Rate Swap on such
Distribution Date and (ii) the amount owed by the Trust to the Interest Rate
Swap Counterparty under the Class Interest Rate Swap on such Distribution Date.
"Non-U.S. Holder," shall mean any person who, as to the United States,
is a non-resident alien individual, a foreign corporation, a foreign estate, a
foreign trust or a foreign partnership, as such terms are defined in the
Internal Revenue Code of 1986, as amended.
"Payment Date" shall mean any Interest Payment Date and any Class
Expected Final Payment Date.
"Portfolio Yield" shall mean, with respect to any Due Period, the
annualized percentage equivalent of a fraction, the numerator of which shall be
the sum of (i) the amount of Finance Charge Collections received during such Due
Period, (ii) the amount of Series Yield Collections for each Series then
outstanding for such Due Period and (iii) the amount of Series Additional Funds
for each Series then outstanding for such Due Period, and the denominator of
which shall be the total amount of Principal Receivables in the Trust as of the
first day of such Due Period.
"Prepayment Calculation Table," if applicable, shall have the meaning
set forth in the Series Term Sheet.
"Prepayment Determination Date," if applicable, shall have the meaning
set forth in the Series Term Sheet.
"Principal Commencement Date" shall mean the date designated as such in
the Series Term Sheet.
"Principal Distribution Amount" shall mean, with respect to any
Distribution Date occurring in (i) the Accumulation Period, the Controlled
Accumulation Amount, (ii) the Controlled Liquidation Period, the Controlled
Liquidation Amount, (iii) the Early Accumulation
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Period, the Series Investor Interest, or (iv) in the Amortization Period, the
Series Investor Interest.
"Principal Distribution Amount Shortfall" with respect to any
Distribution Date in the Accumulation Period, the Controlled Liquidation Period
or the Amortization Period, as applicable, shall have the meaning set forth in
Section 9.
"Principal Payment Date" shall mean, if applicable, each date
designated as such in the Series Term Sheet.
"Qualified Credit Enhancement Provider" shall mean, (i) if the Credit
Enhancement is not Funded Credit Enhancement, an institution that meets the
Qualified Credit Enhancement Provider Rating Requirements established by each
Rating Agency, which requirements are set forth in the Series Term Sheet if the
Initial Credit Enhancement is not Funded Credit Enhancement, or (ii) if the
Initial Credit Enhancement is Funded Credit Enhancement, an institution that
meets the Qualified Credit Enhancement Provider Rating Requirements established
by each Rating Agency, which requirements will be established by the Rating
Agencies at the time, if any, that the Master Servicer elects to replace the
Initial Credit Enhancement with Credit Enhancement that is not Funded Credit
Enhancement (or, in either case, such lesser requirements as the applicable
Rating Agency shall allow); provided, however, that in the event the Master
Servicer elects to obtain Credit Enhancement that is not Funded Credit
Enhancement and is unable after the exercise of its best efforts to obtain from
a Qualified Credit Enhancement Provider as so defined such Credit Enhancement
with respect to which the representations set forth in Section 11(a) shall be
true, the term "Qualified Credit Enhancement Provider" shall mean a Person who
satisfies such requirements except that its long-term unsecured debt rating by
any nationally recognized rating agency may be lower than that set forth in such
requirements, but shall not be lower than the highest credit rating of any
Person who otherwise satisfies said requirements and from whom the Master
Servicer is able to obtain such a Credit Enhancement.
"Qualified Substitute Cap Arrangement," if any, shall have the meaning
specified in Section 15.
"Qualified Substitute Currency Swap Counterparty," if any, shall mean
an institution substituted in place of the then-current Currency Swap
Counterparty under a Class Currency Swap, and that otherwise satisfies the
conditions set forth in Section 16.
"Qualified Substitute Class Currency Swap Arrangement," if any, shall
have the meaning specified in Section 16.
"Reimbursed Loss Event" shall mean, with respect to each Class for any
Distribution Date, the occurrence of the reimbursement of Investor Losses
pursuant to Section 13(c) with respect to such Class on such Distribution Date
such that the aggregate amount of unreimbursed Investor Losses for such Class is
reduced to zero.
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"Reimbursed Loss Interest" shall mean, for any Class for any
Distribution Date, an amount equal to the product of (i) the aggregate amount of
Investor Losses that have not been reimbursed pursuant to Section 13(c) prior to
the commencement of the related Due Period and (ii) a fraction the numerator of
which is the Certificate Rate or the Class Weighted Average Certificate Rate, as
applicable, for such Class for the related Due Period and the denominator of
which is (x) if the relevant Certificate Rate is to be calculated on the basis
of the actual number of days elapsed and a 360-day year, (A) if each Interest
Payment Date is also a Distribution Date, 360 divided by the actual number of
days from and including the immediately preceding Distribution Date to but
excluding the current Distribution Date or (B) if each Interest Payment Date is
not also a Distribution Date, 360 divided by the actual number of days from and
including the Interest Calculation Date in the preceding calendar month to but
excluding the Interest Calculation Date following the current Distribution Date
or (y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve.
"Reimbursed Loss Interest Gross-up Amount" shall mean, for any Class
for any Distribution Date, an amount equal to the product of (i) the positive
difference, if any, between the Class Alternative Deficiency Amount for the
immediately preceding Payment Date and the actual Class Deficiency Amount for
the immediately preceding Payment Date and (ii) a fraction the numerator of
which is the Certificate Rate or the Class Weighted Average Certificate Rate, as
applicable, for such Class for the related Due Period and the denominator of
which is (x) if the relevant Certificate Rate is to be calculated on the basis
of the actual number of days elapsed and a 360-day year, (A) if each Interest
Payment Date is also a Distribution Date, 360 divided by the actual number of
days from and including the immediately preceding Distribution Date to but
excluding the current Distribution Date or (B) if each Interest Payment Date is
not also a Distribution Date, 360 divided by the actual number of days from and
including the Interest Calculation Date in the preceding calendar month to but
excluding the Interest Calculation Date following the current Distribution Date
or (y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve.
"Replacement Class Interest Rate Cap," if any, shall mean an interest
rate cap agreement or other interest rate protection having substantially the
same terms and conditions as the Class Interest Rate Cap that it replaces, and
otherwise satisfying the conditions set forth in Section 15.
"Replacement Class Currency Swap," if any, shall mean a currency swap
agreement or other currency swap protection having substantially the same terms
and conditions as the Class Currency Swap that it replaces, and otherwise
satisfying the conditions set forth in Section 16.
"Replacement Class Currency Swap Counterparty," if any, shall mean an
institution that succeeds to the interest of or otherwise replaces the
then-current Currency Swap Counterparty under a Class Currency Swap, and
otherwise satisfies the conditions set forth in Section 16.
"Representative of the Managers," if any, shall have the meaning set
forth in the Series Term Sheet.
"Required Daily Deposit" shall mean, if applicable, with respect to
each Servicer, an amount equal to:
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(a) during the Revolving Period and the Accumulation Period or the
Controlled Liquidation Period, as applicable, the sum of
(x)(1) during the Revolving Period, an amount equal to the sum
of (i) the sum of the Class Finance Charge Collections and the
Class Yield Collections for each Class for such day and (ii)
the amount of Class B Principal Collections for such day;
minus the sum of the Class B Yield Collections for such day
and all accrued but unfunded Class A Monthly Servicing Fees;
or
(2) during the Accumulation Period or the Controlled
Liquidation Period, as applicable, an amount equal to the sum
of (i) the amount set forth in clause (1) above and (ii)(A)
until the aggregate amount deposited during such Due Period
pursuant to this clause (ii) equals the Controlled
Accumulation Amount or the Controlled Liquidation Amount, as
applicable, for the related Distribution Date, the amount of
Class A Principal Collections for such day less the amount of
Class A Yield Collections for such day and (B) thereafter,
zero provided, however, that with respect to any day on which
the Controlled Accumulation Amount or the Controlled
Liquidation Amount, as applicable, for the related
Distribution Date can not be determined, the aggregate amount
to be deposited for such Due Period shall be the Controlled
Accumulation Amount or the Controlled Liquidation Amount, as
applicable, for the Distribution Date preceding the related
Distribution Date; plus
(y) the positive difference, if any, between
(1) the product of the Class A Percentage for the
related Distribution Date with respect to Principal
Collections and the amount of Principal Collections received
during the Due Period through and including such day, less the
product of the Class A Yield Percentage and the amount of
Series Yield Collections received during the Due Period
through and including such day, and less any amounts deposited
into the Collections Account during the Due Period through and
including such day pursuant to clause (x)(2)(ii)(A) above or
previously deposited during such Due Period pursuant to this
clause (y) and
(2) the positive difference, if any, between (i) an
amount equal to (A) the aggregate amount of Principal
Receivables in the Trust as of such day multiplied by a
fraction the numerator of which shall be the Series Initial
Investor Interest and the denominator of which shall be sum of
the Series Initial Investor Interest for each Series then
outstanding minus (B) the Series Investor Interest as of the
end of the immediately preceding Due Period (after giving
effect to payments of principal made or to be made on the
related Distribution Date) and (ii) an amount equal to the
positive
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34
difference between the Series Minimum Principal Receivables
Balance and the Series Investor Interest; provided, however,
that any calculation under this paragraph (y) that results in
a number less than zero shall be treated as zero; or
(b) during the Early Accumulation Period and the Amortization
Period, an amount equal to the sum of the Series Finance
Charge Collections and the Series Principal Collections for
the Series established hereby for such day minus all accrued
but unfunded Class A Monthly Servicing Fees; and
multiplied, in each case, by a fraction the numerator of which shall be the
aggregate amount of Principal Receivables in the Trust that are serviced by such
Servicer and the denominator of which shall be the aggregate amount of Principal
Receivables in the Trust; provided, however, that if any Servicer is unable to
make the calculations set forth above on any day, the Required Daily Deposit for
such Servicer for such day shall be equal to all the Collections received by
such Servicer on such day.
Notwithstanding the foregoing, (i) upon the occurrence of any
circumstance described in Section 10.02(d), (e) or (f) of the Pooling and
Servicing Agreement with respect to any Servicer, the Required Daily Deposit for
any Series then outstanding shall equal the amount described in paragraph (b)
above for such Servicer and (ii) a Servicer may use Collections received by it
for its own account prior to the applicable Distribution Date as permitted by
Sections 3.03(b) and 4.03(b) of the Pooling and Servicing Agreement.
"Revolving Period" shall have the meaning set forth in the Series Term
Sheet.
"Series Additional Funds," if applicable, shall mean, for any
Distribution Date, the Additional Funds deposited into the Series Collections
Account for the Series established hereby on such Distribution Date.
"Series Additional Investor Funds," if applicable, shall mean, for any
Distribution Date, the Series Additional Funds, if any, that are not applied to
payment of the Supplemental Servicing Fee pursuant to Section 14.
"Series Available Principal Amount" shall mean, for any Distribution
Date, if a Group Principal Allocation Event has occurred, for each Series that
is a member of the same Group as the Series established hereby (including the
Series established hereby) that is in its Controlled Liquidation Period or
Accumulation Period, as applicable, an amount calculated as follows: For each
such Series, seriatim, beginning with the Series with the largest Series
Investor Interest for such Distribution Date (and if more than one Series has
the same Series Investor Interest on such Distribution Date, beginning with
whichever of such Series has the longest time remaining in its Controlled
Liquidation Period or Accumulation Period, as applicable (assuming that no Early
Accumulation Event or Amortization Event occurs with respect to such Series)),
an amount equal to (x) the Group Available Principal Amount less (y) the
difference between the Series Required Principal Amount and the amount of such
Series' Controlled Liquidation Amount or Controlled Accumulation Amount, as
applicable, that was funded on such Distribution Date (including any
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35
portion of such amount that was funded by amounts withdrawn from the Group
Principal Collections Reallocation Account pursuant to Section 9(b)(34)). For
purposes of calculating the Series Available Principal Amount for each other
such Series, the Group Available Principal Amount shall be reduced by the Series
Available Principal Amount for the prior Series for which the Series Available
Principal Amount was calculated.
"Series Buffer Amount," if applicable, shall have the meaning set forth
in the Series Term Sheet.
"Series Closing Date" shall mean the date designated as such in the
Series Term Sheet.
"Series Collections Account" shall have the meaning specified in
Section 8.
"Series Cut-Off Date" shall mean the date designated as such in the
Series Term Sheet.
"Series Distribution Account" shall have the meaning specified in
Section 8.
"Series Excess Servicing" shall mean, as of any Distribution Date, the
sum of the amounts of Class Excess Servicing for each Class of the Series
established hereby, as such amount is modified pursuant to Section 9.
"Series Excess Spread" shall mean, for any Distribution Date, an amount
equal to (a) the sum of Series Finance Charge Collections, Series Yield
Collections, Series Additional Investor Funds and any Class Investment Income
for any Class of the Series established hereby minus (b) the sum of (i) with
respect to each Class, the product of (A) the Class Invested Amount for such
Class for such Distribution Date and (B) a fraction, the numerator of which is
the Certificate Rate for that Class, and the denominator of which is (x) if the
relevant Certificate Rate is to be calculated on the basis of the actual number
of days elapsed and a 360-day year, (A) if each Interest Payment Date is also a
Distribution Date, 360 divided by the actual number of days from and including
the immediately preceding Distribution Date (or in the case of the first
Distribution Date, from and including the Series Closing Date) to but excluding
the current Distribution Date or (B) if each Interest Payment Date is not also a
Distribution Date, 360 divided by the actual number of days from and including
the immediately preceding Interest Calculation Date (or, in the case of the
first Distribution Date, from and including the Series Closing Date) to but
excluding the Interest Calculation Date following the current Distribution Date
or (y) if the relevant Certificate Rate is to be calculated on the basis of a
360-day year of twelve 30-day months, twelve (or in the case of the first
Distribution Date, 360 divided by the number of days from and including the
Series Closing Date to but excluding the current Distribution Date (if each
Interest Payment Date is also a Distribution Date) or the Interest Calculation
Date following the current Distribution Date (if each Interest Payment Date is
not also a Distribution Date), assuming 30-day months), (ii) the Investor
Servicing Fee, (iii) the product of the Series Percentage with respect to the
Charged-Off Amount and the Charged-Off Amount, and (iv) the Credit Enhancement
Fee, in each case for such Distribution Date.
"Series Finance Charge Collections" shall mean, with respect to any day
or any Distribution Date or Trust Distribution Date, as applicable, the sum of
the amount of Class
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Finance Charge Collections for each Class for such day or for the related Due
Period, as applicable.
"Series Initial Investor Interest" shall mean the aggregate face amount
of Investor Certificates initially authenticated and delivered pursuant to
Section 7, as specified in the Series Term Sheet.
"Series Interest Funding Account" shall have the meaning specified in
Section 8.
"Series Invested Amount" with respect to any Distribution Date, shall
mean the sum of the Class Invested Amounts for each Class of the Series
established hereby on such Distribution Date.
"Series Investor Interest" with respect to any Distribution Date, shall
mean the sum of the Class Investor Interests for each Class of the Series
established hereby on such Distribution Date.
"Series Minimum Principal Receivables Balance" shall mean, with respect
to the Series established hereby, on any date of determination the sum of (A)
(i) if a Fixed Principal Allocation Event has not occurred, the Series Investor
Interest on such date of determination, divided by 0.93, (ii) if a Fixed
Principal Allocation Event has occurred but the Fully Funded Date has not
occurred, the Series Investor Interest as of the date of the occurrence of the
Fixed Principal Allocation Event, divided by 0.93 or (iii) on and after the
Fully Funded Date, if any, zero, and (B) (x) the product of (i) the sum of (1)
the amount on deposit in the Series Principal Funding Account on such date of
determination and (2) for any date of determination during (x) the Early
Accumulation Period, if any, the Estimated Principal Distribution Amount for the
next Distribution Date and (y) for any date of determination during the
Accumulation Period, the amount specified in the Master Servicer's notice of its
election to commence the Accumulation Period as the Controlled Accumulation
Amount for such Distribution Date, and (ii) a fraction the numerator of which is
the Estimated Investment Shortfall and the denominator of which is the Estimated
Yield, in each case on such date of determination, divided by (y) 0.93;
provided, however, that Greenwood on behalf of the Holder of the Seller
Certificate may, upon 30 days' prior notice to the Trustee, the Rating Agencies
and the Credit Enhancement Provider, reduce the Series Minimum Principal
Receivables Balance by increasing the divisors set forth above, subject to the
condition that Greenwood on behalf of the Holder of the Seller Certificate shall
have been notified by the Rating Agencies that such reduction would not result
in the lowering or withdrawal of the rating of any Class of any Series then
outstanding, and provided, further, that the divisors set forth above may not be
increased to more than 0.98.
"Series Percentage" shall mean, with respect to any specified category,
with respect to any Distribution Date or Trust Distribution Date, as applicable,
the sum of the Class Percentages with respect to such category for each Class of
the Series established hereby on such Distribution Date or Trust Distribution
Date, as applicable.
"Series Principal Collections" shall mean, with respect to any day or
any Distribution Date or Trust Distribution Date, as applicable, the sum of the
amount of Class Principal Collections for each Class for such day or for the
related Due Period, as applicable.
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"Series Principal Collections Account" shall have the meaning specified
in Section 8.
"Series Principal Funding Account" shall mean the Series Principal
Funding Account established pursuant to Section 8. Amounts "on deposit in" the
Series Principal Funding Account shall be deemed to be on deposit for the
benefit of (i) the Class A Certificateholders for the period up to and including
the Class A Expected Final Payment Date or Class A Final Maturity Date, as
applicable, and (ii) if there is a Subordinate Class with respect to Class A,
the Class B Certificateholders for the period beginning immediately after the
Class A Expected Final Payment Date or Class A Final Maturity Date, as
applicable, and ending on the Class B Expected Final Payment Date or Class B
Final Maturity Date, as applicable. Amounts "on deposit in" the Series Principal
Funding Account shall be deemed to include amounts invested in Permitted
Investments pursuant to Section 8 unless the context clearly requires otherwise.
"Series Required Principal Amount" shall mean, with respect to each
Distribution Date, with respect to each Series that is a member of the same
Group as the Series established hereby (including the Series established hereby)
that is in its Controlled Liquidation Period or Accumulation Period, as
applicable, the product of (x) (i) if the related Due Period does not occur in
February, 1.25 or (ii) if the related Due Period occurs in February, 1.05, and
(y) the Controlled Liquidation Amount or the Controlled Accumulation Amount, as
applicable, for such Series for such Distribution Date.
"Series Term Sheet" shall mean the Series Term Sheet setting forth the
terms of the Series of Investor Certificates issued hereby, to which this Annex
is attached.
"Series Termination Date" shall mean the date designated as such in the
Series Term Sheet.
"Series Yield Collections" shall mean, with respect to any day or any
Distribution Date, as applicable, an amount equal to the product of the Series
Yield Factor and the amount of Series Principal Collections for such day or the
related Due Period, as applicable.
"Series Yield Factor" shall mean the number identified as such in the
Series Term Sheet, as such number may be changed from time to time pursuant to
Section 26.
"Shared Credit Enhancement" shall mean Credit Enhancement available for
the benefit of both the Class A Investor Certificates and the Class B Investor
Certificates.
"Special Payment Date" shall mean each Distribution Date with respect
to the Amortization Period and the Distribution Date related to each Class
Expected Final Payment Date or Class Final Maturity Date, as applicable.
"Stated Class B Credit Enhancement Amount" shall mean the "stated
amount" with respect to the Credit Enhancement that is available solely for the
benefit of the Class B Investor Certificates, as set forth in the Series Term
Sheet.
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"Stated Shared Credit Enhancement Amount," if applicable, shall mean
the "stated amount" with respect to the shared portion of the Credit
Enhancement, as set forth in the Series Term Sheet.
"Statement Date" shall mean each date designated as such in the Series
Term Sheet.
"Subclass" with respect to any Class shall mean, if applicable, each
portion of such Class that has a different Certificate Rate or method of
calculating its Certificate Rate.
"Subordinate Class" shall mean, with respect to any Class, the Class,
if any, identified by the letter of the alphabet next succeeding the letter
designating such Class (e.g., the Subordinate Class with respect to Class A is
Class B).
"Subordinate Series" shall mean any Series which is subordinated in
right of payment, in whole or in part, pursuant to the Series Supplement with
respect to such Series, to the Series established hereby.
"Supplemental Credit Enhancement Amount," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Supplemental Credit Enhancement Event" shall occur the first time the
long-term debt or deposit rating of Greenwood or any Additional Seller is
withdrawn or reduced below BBB- by Standard & Poor's.
"Supplemental Servicing Fee" shall mean, if applicable, with respect to
any Distribution Date, an amount equal to the product of the Supplemental
Servicing Fee Percentage and the Series Investor Interest on the first day of
the Due Period related to such Distribution Date (or in the case of the first
Distribution Date for the Series established hereby, the Series Investor
Interest on the Series Cut-Off Date).
"Supplemental Servicing Fee Percentage," if applicable, shall mean the
percentage identified as such in the Series Term Sheet.
"Supplemental Subordinated Amount," if applicable, shall have the
meaning set forth in the Series Term Sheet.
"Swap Rate," if applicable, with respect to any Class Interest Rate
Swap, shall have the meaning specified in the Series Term Sheet.
"Telerate Page 3750," if applicable, shall mean the display page so
designated on the Dow Xxxxx Telerate Service (or such other rate as may replace
that page on that service for the purpose of displaying comparable rates or
prices).
"Total Available Credit Enhancement Amount" shall mean, with respect to
the first Distribution Date, the Stated Class B Credit Enhancement Amount plus,
if applicable, the Stated Shared Credit Enhancement Amount, and, on each
Distribution Date thereafter, shall mean the Available Class B Credit
Enhancement Amount plus, if applicable, the Available Shared Credit
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Enhancement Amount, in each case after all adjustments thereto on the
immediately preceding Distribution Date, and, in each case, as adjusted pursuant
to Section 9 on such Distribution Date.
"Total Maximum Credit Enhancement Amount" shall have the meaning set
forth in the Series Term Sheet.
"Trust Swap Default," if applicable, shall mean, with respect to a
Class that is subject to a Class Currency Swap, the failure of the Trustee, on
behalf of the Trust, to deposit into the Currency Swap Dollar Escrow Account on
the Distribution Date immediately preceding the Interest Payment Date (or within
any applicable grace period specified in the Class Currency Swap) for payment to
the Currency Swap Counterparty for such Class a Dollar amount equal to the sum
of the Class Modified Required Amounts for such Class for each Distribution Date
of the Interest Accrual Period (or any other amounts required to be deposited
pursuant to the Series Supplement).
"United States" or "U.S." shall mean the United States of America, its
territories and possessions, any State of the United States and the District of
Columbia.
SECTION 2. Subordination
(a) Subordination of Certain Classes. If there is a Subordinate Class
with respect to Class A, the Holders of each Class B Investor Certificate, by
their acceptance of such Investor Certificate, hereby subordinate, for the
benefit of the Holders of Class A Investor Certificates, to the extent and in
the manner set forth in Section 9, all of such Investor Certificateholders'
right, title and interest in and to future distributions due on such Holders'
Investor Certificates, but only to the extent of the Available Subordinated
Amount.
(b) No Subordination of Series. The Investor Certificates of the Series
established hereby shall not be subordinated in right of payment to any other
Series, whether currently outstanding or to be issued in the future. One or more
other Series, however, may be subordinated in right of payment to the Series
established hereby, although the Sellers shall have no obligation to issue such
a Subordinate Series. If any Subordinate Series is issued, such Subordinate
Series shall be subordinate in right of payment to the Series established hereby
only to the extent set forth in the Series Supplement with respect to such
Subordinate Series.
SECTION 3. Representations and Warranties of the Sellers . The
representations and warranties of the Sellers contained in Section 2.04 of the
Pooling and Servicing Agreement and the corresponding sections of any Assignment
are true on and as of the date hereof and/or the date set forth in the Pooling
and Servicing Agreement, as applicable. Each Seller also represents and warrants
to the Trust as of the date hereof that the execution, delivery and performance
of this Series Supplement by such Seller have been duly authorized by all
necessary corporate action, do not require any approval or consent of any
governmental agency or authority, do not and will not conflict with any material
provision of the Certificate of Incorporation or By-Laws of such Seller, do not
and will not conflict with, or result in a breach which would constitute a
material default under, any agreement for borrowed money binding upon or
applicable to it or such of its property which is material to it, or, to the
best of such Seller's knowledge, any law or
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governmental regulation or court decree applicable to it or such material
property, and this Series Supplement is the valid, binding and enforceable
obligation of such Seller, except as the same may be limited by receivership,
insolvency, reorganization, moratorium or other laws relating to the enforcement
of creditors' rights generally or by general equity principles.
SECTION 4. Representations and Warranties of Greenwood as Master
Servicer and Servicer. The representations and warranties of Greenwood as the
Master Servicer and as a Servicer contained in Section 3.04 of the Pooling and
Servicing Agreement are true on and as of the date hereof. Greenwood as Master
Servicer and Servicer also represents and warrants to the Trust as of the date
hereof that the execution, delivery and performance of this Series Supplement by
Greenwood have been duly authorized by all necessary corporate action, do not
require any approval or consent of any governmental agency or authority, do not
and will not conflict with any material provision of the Certificate of
Incorporation or By-Laws of Greenwood, do not and will not conflict with, or
result in a breach which would constitute a material default under, any
agreement for borrowed money binding upon or applicable to it or such of its
property which is material to it, or, to the best of Greenwood's knowledge, any
law or governmental regulation or court decree applicable to it or such material
property, and this Series Supplement is the valid, binding and enforceable
obligation of Greenwood, except as the same may be limited by receivership,
insolvency, reorganization, moratorium or other laws relating to the enforcement
of creditors' rights generally or by general equity principles.
SECTION 5. Representations and Warranties of Other Servicers. The
representations and warranties of each Servicer (other than Greenwood), if any,
contained in Section 3.05 of the Pooling and Servicing Agreement are true and
correct on and as of the date hereof. Each such Servicer also represents and
warrants to the Trust as of the date hereof that the execution, delivery and
performance of this Series Supplement by such Servicer have been duly authorized
by all necessary corporate action, do not require any approval or consent of any
governmental agency or authority, do not and will not conflict with any material
provision of the Certificate of Incorporation or By-Laws of such Servicer, do
not and will not conflict with, or result in a breach which would constitute a
material default under, any agreement for borrowed money binding upon or
applicable to it or such of its property which is material to it, or, to the
best of such Servicer's knowledge, any law or governmental regulation or court
decree applicable to it or such material property, and this Series Supplement is
the valid, binding and enforceable obligation of such Servicer, except as the
same may be limited by receivership, insolvency, reorganization, moratorium or
other laws relating to the enforcement of creditors' rights generally or by
general equity principles.
SECTION 6. Representations and Warranties of the Trustee. The
representations and warranties of the Trustee contained in Section 11.16 of the
Pooling and Servicing Agreement are true on and as of the date hereof. The
Trustee also represents and warrants as of the date hereof that the Trustee has
full power, authority and right to execute, deliver and perform this Series
Supplement, and has taken all necessary action to authorize the execution,
delivery and performance by it of this Series Supplement, and this Series
Supplement has been duly executed and delivered by the Trustee.
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SECTION 7. Authentication of Certificates. Pursuant to the request of
the Sellers, the Trustee shall cause Investor Certificates in authorized
denominations evidencing the Series established hereby to be duly authenticated
and delivered as of the Series Closing Date to or upon the order of the Sellers
pursuant to Section 6.06 of the Pooling and Servicing Agreement.
SECTION 8. Establishment and Administration of Investor Accounts and
the Credit Enhancement Account.
(a) The Series Distribution Account, Series Collections Account and
Series Principal Collections Account. The Trustee, for the benefit of the
Certificateholders, shall cause to be established and maintained in the name of
the Trust, with the corporate trust department of an office or branch of either
the Trustee or a Qualified Institution, three non-interest bearing segregated
demand deposit accounts (the "Series Distribution Account," the "Series
Collections Account" and the "Series Principal Collections Account") bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders. The Trust shall possess all right, title and
interest in all funds on deposit in the Series Distribution Account, the Series
Collections Account and the Series Principal Collections Account; provided,
however, that all interest and earnings (less investment expenses) on funds on
deposit in any such account shall be paid to the Holder of the Seller
Certificate in accordance with Section 4.02(c) of the Pooling and Servicing
Agreement. Pursuant to authority granted to it pursuant to Section 3.01(b) of
the Pooling and Servicing Agreement, the Master Servicer shall have the
revocable power to instruct the Trustee to withdraw funds from the Series
Distribution Account, the Series Collections Account and the Series Principal
Collections Account for the purpose of carrying out the duties of the Master
Servicer hereunder. The Master Servicer at all times shall maintain accurate
records reflecting each transaction in the Series Distribution Account, the
Series Collections Account and the Series Principal Collections Account. The
Paying Agent also shall have the revocable authority to make withdrawals from
the Series Distribution Account.
(b) Reallocation Accounts. The Trustee, for the benefit of the
Certificateholders, shall cause to be established and maintained in the name of
the Trust, with the corporate trust department of an office or branch of either
the Trustee or a Qualified Institution, two non-interest bearing segregated
trust accounts for the Group of which the Series established hereby is a member
(the "Group Finance Charge Collections Reallocation Account" and the "Group
Principal Collections Reallocation Account") bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders. The Trust shall possess all right, title and interest in all
funds on deposit from time to time in the Group Finance Charge Collections
Reallocation Account and the Group Principal Collections Reallocation Account
and in all proceeds thereof. Pursuant to authority granted to it pursuant to
Section 3.01(b) of the Pooling and Servicing Agreement, the Master Servicer
shall have the revocable power to instruct the Trustee to withdraw funds from
the Group Finance Charge Collections Reallocation Account and the Group
Principal Collections Reallocation Account for the purpose of carrying out the
duties of the Master Servicer hereunder. The Master Servicer at all times shall
maintain accurate records reflecting each transaction in the Group Finance
Charge Collections Reallocation Account and in the Group Principal Collections
Reallocation Account.
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(c) The Series Principal Funding Account. The Trustee, for the benefit
of the Certificateholders, shall establish and maintain or cause to be
established and maintained in the name of the Trust, with the corporate trust
department of an office or branch of either the Trustee or a Qualified
Institution, a non-interest bearing segregated trust account (the "Series
Principal Funding Account") bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders. The
Trust shall possess all right, title and interest in all funds on deposit from
time to time in the Series Principal Funding Account and in all proceeds
thereof. The Series Principal Funding Account shall be under the sole dominion
and control of the Trustee for the benefit of the Certificateholders. Pursuant
to authority granted to it pursuant to Section 3.01(b) of the Pooling and
Servicing Agreement, the Master Servicer shall have the revocable power to
withdraw funds from the Series Principal Funding Account for the purpose of
carrying out the duties of the Master Servicer hereunder. The Master Servicer at
all times shall maintain accurate records reflecting each transaction in the
Series Principal Funding Account. The Paying Agent also shall have the revocable
authority to make withdrawals from the Series Principal Funding Account.
Funds on deposit in the Series Principal Funding Account shall be
invested in Permitted Investments by the Trustee (or, at the direction of the
Trustee, by the Master Servicer on behalf of the Trustee) at the direction of
Greenwood on behalf of the Holder of the Seller Certificate, as set forth below.
Any Permitted Investment with a stated maturity shall mature on or prior to the
following Distribution Date. On or before the occurrence of the first
Distribution Date with respect to the Accumulation Period or Controlled
Liquidation Period, as applicable (and on or before any subsequent Distribution
Date in which the notice previously given is no longer correct or valid), the
Master Servicer shall notify the Trustee of the amount of Series Principal
Collections to be deposited into the Series Principal Funding Account on such
Distribution Date, and Greenwood on behalf of the Holder of the Seller
Certificate shall direct the Trustee in writing to invest the funds that will be
on deposit in the Series Principal Funding Account on such Distribution Date
(including any funds previously invested in Permitted Investments that will be
available for reinvestment on such Distribution Date) in Permitted Investments.
Greenwood's notice to the Trustee shall specifically identify each such
Permitted Investment (including its principal amount and maturity). In addition,
Greenwood on behalf of the Holder of the Seller Certificate shall from time to
time provide written notice to the Trustee directing the Trustee to reinvest
funds representing principal, interest or other investment income received by it
with respect to such Permitted Investments (whether upon maturity or otherwise)
in additional Permitted Investments. In the event that Greenwood on behalf of
the Holder of the Seller Certificate fails to direct the Trustee to invest or
reinvest any funds that are deposited in the Series Principal Funding Account or
that are received by it with respect to Permitted Investments by 2:00 p.m. on
the date such funds are available for investment, the Trustee shall use
reasonable efforts to invest such funds overnight in securities represented by
instruments in bearer or registered form which evidence obligations issued or
fully guaranteed, as to timely payment, by the United States of America or any
instrumentality or agency thereof when such obligations are backed by the full
faith and credit of the United States of America until such time as the Trustee
receives the required notice from Greenwood; provided, however, that the Trustee
shall have no liability for the failure to invest such funds if the Trustee has
employed reasonable efforts to make such investment.
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(d) The Series Interest Funding Account. The Trustee, for the benefit
of the Certificateholders, shall establish and maintain or cause to be
established and maintained in the name of the Trust, in the corporate trust
department of an office or branch of either the Trustee or a Qualified
Institution, a non-interest bearing segregated trust account (the "Series
Interest Funding Account") bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders. The
Trust shall possess all right, title and interest in all funds on deposit from
time to time in the Series Interest Funding Account and in all proceeds thereof.
Pursuant to authority granted to it pursuant to Section 3.01(b) of the Pooling
and Servicing Agreement, the Master Servicer shall have the revocable power to
instruct the Trustee to withdraw funds from the Series Interest Funding Account
for the purpose of carrying out the duties of the Master Servicer hereunder. Any
funds on deposit in the Series Interest Funding Account for more than one
Business Day shall be invested in Permitted Investments pursuant to Section
4.02(c) of the Pooling and Servicing Agreement. The Master Servicer at all times
shall maintain accurate records reflecting each transaction in the Series
Interest Funding Account. The Paying Agent shall also have the revocable
authority to make withdrawals from the Series Interest Funding Account.
(e) The Credit Enhancement Account. If the Credit Enhancement is Funded
Credit Enhancement, the Master Servicer, for the benefit of the
Certificateholders and the Credit Enhancement Provider, shall establish and
maintain or cause to be established and maintained in the name of the Trust,
with the corporate trust department of an office or branch of either the Trustee
or a Qualified Institution, a non-interest bearing segregated trust account (the
"Credit Enhancement Account") bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Certificateholders and
the Credit Enhancement Provider. The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the Credit Enhancement
Account and in all proceeds thereof. The Credit Enhancement Account shall be
under the sole dominion and control of the Trustee as the administrator of the
Credit Enhancement for the benefit of the Certificateholders and the Credit
Enhancement Provider; provided, however, the Master Servicer may make Credit
Enhancement Drawings pursuant to, and for the purposes set forth in, Section 9.
The interest of the Credit Enhancement Provider in the Credit Enhancement
Account shall be subordinated to the interests of the Certificateholders to the
extent provided herein and in the Credit Enhancement Agreement. The Trustee, at
the direction of the Master Servicer, shall (i) on the Series Closing Date,
deposit into the Credit Enhancement Account an amount equal to the sum of the
Stated Shared Credit Enhancement Amount and the Stated Class B Credit
Enhancement Amount (such amounts to be funded by the Credit Enhancement Provider
pursuant to the Credit Enhancement Agreement) and (ii) make withdrawals from,
and deposits to, the Credit Enhancement Account from time to time in the amounts
and for the purposes set forth in this Series Supplement. The Credit Enhancement
Provider shall not be entitled to reimbursement from the assets of the Trust for
any withdrawals from the Credit Enhancement Account except as specifically
provided in this Series Supplement. The Master Servicer at all times shall
maintain accurate records reflecting each transaction in the Credit Enhancement
Account.
Funds on deposit in the Credit Enhancement Account shall be invested in
Permitted Investments by the Trustee as administrator of the Credit Enhancement
at the direction of the
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Master Servicer, as set forth below. Any Permitted Investment with a stated
maturity shall mature on or prior to the following Distribution Date or such
longer period as will not result in the lowering or withdrawal of the rating of
any Class of any Series then outstanding by the Rating Agencies and any funds
received with respect to the maturity of a Permitted Investment shall be
available in sufficient time to allow for any payments to be made to the
Investor Certificateholders on such Distribution Date. The Master Servicer's
notice to the Trustee shall specifically identify each such Permitted Investment
(including its principal amount and maturity). In addition, the Master Servicer
shall from time to time provide written notice to the Trustee directing the
Trustee to reinvest funds representing principal, interest or other investment
income received by it with respect to such Permitted Investments (whether upon
maturity or otherwise) in additional Permitted Investments. In the event that
the Master Servicer fails to direct the Trustee to invest or reinvest any funds
that are deposited in the Credit Enhancement Account or that are received by it
with respect to Permitted Investments by 2:00 p.m. on the date such funds are
available for investment, the Trustee shall use reasonable efforts to invest
such funds overnight in securities represented by instruments in bearer or
registered form which evidence obligations issued or fully guaranteed, as to
timely payment, by the United States of America or any instrumentality or agency
thereof when such obligations are backed by the full faith and credit of the
United States of America until such time as the Trustee receives the required
notice from the Master Servicer; provided, however, that the Trustee shall have
no liability for the failure to invest such funds if the Trustee has employed
reasonable efforts to make such investment.
On each Distribution Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Distribution Date on funds on
deposit in the Credit Enhancement Account shall be paid to the Trustee as
administrator of the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. For purposes of determining the
availability of funds or the balances in the Credit Enhancement Account, all
investment earnings on such funds shall be deemed not to be available or on
deposit. If, on any Distribution Date, after giving effect to all other deposits
to and withdrawals from the Credit Enhancement Account as of such Distribution
Date, the amount on deposit in the Credit Enhancement Account is greater than
the Total Maximum Credit Enhancement Amount, then the excess of the amount on
deposit over the Total Maximum Credit Enhancement Amount shall be withdrawn from
the Credit Enhancement Account and paid to the Trustee as administrator of the
Credit Enhancement for application in accordance with the provisions of the
Credit Enhancement Agreement.
Upon the earliest to occur of (i) the termination of the Trust, (ii)
the Series Termination Date and (iii) the day on which the Class Invested Amount
for each Class of the Series established hereby is paid in full, and after
payment of all amounts to be paid on such day from the Credit Enhancement
Account to or for the benefit of Investor Certificateholders of the Series
established hereby, all amounts remaining on deposit in the Credit Enhancement
Account shall be withdrawn from such account and paid to the Trustee as
administrator of the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement.
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(f) The Class Foreign Currency Distribution Account. In the event that
any Class is subject to a Class Currency Swap, the Trustee, for the benefit of
the Certificateholders of such Class, shall cause to be established and
maintained in the name of the Paying Agent, an account outside the United States
(the "Class Foreign Currency Distribution Account") bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Certificateholders of such Class. Pursuant to the authority granted to it
pursuant to Section 3.01(b) of the Pooling and Servicing Agreement, the Master
Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Class Foreign Currency Distribution Account for the purpose of
carrying out the duties of the Master Servicer hereunder. The Trust shall
possess all right, title and interest in all funds on deposit from time to time
in the Class Foreign Currency Distribution Account and in all proceeds thereof
and each Paying Agent with respect to such Class (as specified in the Series
Term Sheet) shall have the revocable authority to make withdrawals from the
Class Foreign Currency Distribution Account. Notwithstanding Section 6.08(b) of
the Pooling and Servicing Agreement, the Class Foreign Currency Distribution
Account shall not be a segregated trust account and the Principal Paying Agent
shall make no certification with respect thereto.
(g) The Currency Swap Dollar Escrow Account. In the event that any
Class is subject to a Class Currency Swap, the Trustee, for the benefit of the
Certificateholders of such Class and the Currency Swap Counterparty, shall cause
to be established and maintained in the name of the Trust, with the Escrow Agent
identified in the Series Term Sheet, a non-interest bearing escrow account (the
"Currency Swap Dollar Escrow Account") bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders of such Class. The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the Currency Swap Dollar
Escrow Account and in all proceeds thereof. Any funds on deposit in the Currency
Swap Dollar Escrow Account for more than one Business Day shall be invested in
Permitted Investments specified in clause (a)(iii) of the definition of
Permitted Investments in accordance with the terms of the Escrow Agreement. The
Escrow Agent at all times shall maintain accurate records reflecting each
transaction in the Currency Swap Dollar Escrow Account. All funds deposited into
the Currency Swap Dollar Escrow Account shall be either released by the Escrow
Agent to the Currency Swap Counterparty or returned to the Trustee as provided
in the Escrow Agreement for conversion into Foreign Currency by the Trustee at
the then prevailing exchange rate in New York.
(h) The Class Currency Swap Termination Account. In the event that any
Class is subject to a Class Currency Swap, the Trustee, for the benefit of the
Certificateholders of such Class, shall cause to be established and maintained
in the name of the Trust, with the corporate trust department of an office or
branch of either the Trustee or a Qualified Institution, a non-interest bearing
segregated trust account (the "Class Currency Swap Termination Account") bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders of such Class. The Trustee, at the
direction of the Master Servicer, shall deposit into the Class Currency Swap
Termination Account any funds (in Dollars) received by the Trustee from the
Currency Swap Counterparty with respect to an Event of Default (as defined in
the Class Currency Swap) on the date such funds are received. Pursuant to the
authority granted to it pursuant to Section 3.01(b) of the Pooling and Servicing
Agreement, the Master
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Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Class Foreign Currency Distribution Account for the purpose of
carrying out the duties of the Master Servicer hereunder. The Master Servicer at
all times shall maintain accurate records reflecting each transaction in the
Class Currency Swap Termination Account.
Funds on deposit in the Class Currency Swap Termination Account shall
be invested in Permitted Investments by the Trustee at the direction of the
Master Servicer, as set forth below. Any Permitted Investment with a stated
maturity shall mature on or prior to the following Distribution Date or such
longer period as will not result in the lowering or withdrawal of the rating of
any Class of any Series then outstanding by the Rating Agencies and any funds
received with respect to the maturity of a Permitted Investment shall be
available in sufficient time to allow for any payments to be made to the
Investor Certificateholders on the applicable Interest Payment Date with respect
to such Class. The Master Servicer's notice to the Trustee shall specifically
identify each such Permitted Investment (including its principal amount and
maturity). In addition, the Master Servicer shall from time to time provide
written notice to the Trustee directing the Trustee to reinvest funds
representing principal, interest or other investment income received by it with
respect to such Permitted Investments (whether upon maturity or otherwise) in
additional Permitted Investments. In the event that the Master Servicer fails to
direct the Trustee to invest or reinvest any funds that are deposited in the
Class Currency Swap Termination Account or that are received by it with respect
to Permitted Investments by 2:00 p.m. on the date such funds are available for
investment, the Trustee shall use reasonable efforts to invest such funds
overnight in securities represented by instruments in bearer or registered form
which evidence obligations issued or fully guaranteed, as to timely payment, by
the United States of America or any instrumentality or agency thereof when such
obligations are backed by the full faith and credit of the United States of
America until such time as the Trustee receives the required notice from the
Master Servicer; provided, however, that the Trustee shall have no liability for
the failure to invest such funds if the Trustee has employed reasonable efforts
to make such investment.
(i) Transfer of Investor Accounts. If at any time any of the Investor
Accounts established in Sections 8(a) through 8(e) or 8(h) is not being held by
the Trustee and the institution holding such Investor Account ceases to be a
Qualified Institution, the Master Servicer shall within 10 Business Days
establish a new Investor Account (meeting any conditions specified in this
Series Supplement with respect to such Investor Account) with a Qualified
Institution and transfer any cash and/or any investments to such new Investor
Account.
SECTION 9. Allocations of Collections
(a) Deposits to Series Collections Account. On or before each
Distribution Date, the Master Servicer shall direct the Trustee in writing to
withdraw from the Group Collections Account and deposit into the Series
Collections Account an amount equal to the sum of the Series Finance Charge
Collections and the Series Principal Collections for the related Due Period. On
or before each Distribution Date, the Class Additional Funds for each Class of
the Series established hereby shall also have been deposited into the Series
Collections Account pursuant to Section 4.03(e) of the Pooling and Servicing
Agreement.
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(b) Deposits During the Revolving Period, Early Accumulation Period,
Accumulation Period, Controlled Liquidation Period or Amortization Period, as
Applicable. The Master Servicer shall, on or before each Distribution Date
during the Revolving Period, the Early Accumulation Period, the Accumulation
Period, the Controlled Liquidation Period or any Amortization Period, as
applicable, direct the Trustee in writing that funds be paid or deposited in the
following amounts, to the extent such funds are available and in the order of
priority specified, to the account or Person indicated, in each case as set
forth below; provided, however, that if the Credit Enhancement is not Funded
Credit Enhancement, then no amounts (other than any Credit Enhancement Fees or
any amounts paid to the Trustee as Administrator of the Credit Enhancement in
respect of the Total Available Credit Enhancement Amount) that are measured or
determined by reference to Class Excess Servicing for any Class, Series Excess
Servicing or the amount on deposit at any time in the Group Finance Charge
Collections Reallocation Account shall be paid or deposited if, on the related
Drawing Date, the Credit Enhancement Provider is unable to pay its debts as they
become due.
(1) During the Accumulation Period or the Early Accumulation
Period, if any, or on the first Distribution Date of the Amortization Period, if
applicable, an amount equal to the amount of Class Investment Income for the
related Due Period for any Class shall be withdrawn from the Series Principal
Funding Account and deposited into the Series Collections Account.
(2) With respect to Class A, an amount equal to the lesser of
(x) the Class A Required Amount and
(y) the sum of (1) Class A Finance Charge Collections,
(2) Class A Yield Collections, (3) Class A Investment
Income, if applicable, and (4) Class A Additional Funds
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class A Required Amount
exceeds the amount of such deposit shall be the "Class A Required Amount
Shortfall."
(3) With respect to Class A, an amount equal to the lesser of
(x) the Class A Required Amount Shortfall and
(y) funds, if any, available to pay such Class A Required
Amount Shortfall from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Distribution Account. The Class A Required
Amount Shortfall shall be reduced by the amount of such deposit.
(4) With respect to Class A, an amount equal to the lesser of
(x) the Class A Cumulative Investor Charged-Off Amount and
(y) Class A Excess Servicing
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shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount, Series Excess Servicing and the Available Subordinated
Amount shall be reduced by the amount of such deposit.
(5) An amount equal to the lesser of
(x) the Class A Cumulative Investor Charged-Off Amount and
(y) funds, if any, available to pay such Class A Cumulative
Investor Charged-Off Amount from funds initially allocated
to any Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class A
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(6) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of
(x) the Class A Required Amount Shortfall,
(y) the Available Subordinated Amount, and
(z) Class B Available Collections
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Subordinated Payment shall be increased
by, and the Class A Required Amount Shortfall, the Available Subordinated Amount
and Class B Available Collections shall be decreased by, the amount of such
deposit.
(7) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of
(x) the Class A Cumulative Investor Charged-Off Amount,
(y) the Available Subordinated Amount, and
(z) Class B Available Collections
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Subordinated Payment shall be
increased by, and the Class A Cumulative Investor Charged-Off Amount, the
Available Subordinated Amount and Class B Available Collections shall be reduced
by, the amount of such deposit.
(8) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
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(x) the Class B Required Amount and
(y) the positive difference, if any, between
(1) the amount of Class B Available Finance Charge
Collections, and
(2) the Class B Subordinated Payment
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The amount by which the Class B Required Amount
exceeds the amount of such deposit shall be the "Class B Required Amount
Shortfall."
(9) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the Class B Required Amount Shortfall and
(y) funds, if any, available to pay such Class B Required
Amount Shortfall from funds initially allocated to any
Subordinate Series
shall be deposited into the Series Distribution Account. The Class B Required
Amount Shortfall shall be reduced by the amount of such deposit.
(10) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the Class B Cumulative Investor Charged-Off Amount and
(y) funds, if any, available to pay such Class B Cumulative
Investor Charged-Off Amount from funds initially allocated
to any Subordinate Series
shall be deposited into the Series Principal Collections Account. The Class B
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit.
(11) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of
(x) the Class A Required Amount Shortfall,
(y) the Available Subordinated Amount, and
(z) Series Excess Servicing
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class A Required Amount Shortfall, the
Available Subordinated
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Amount and the amount of Series Excess Servicing shall be reduced by the amount
of such deposit.
(12) If there is a Subordinate Class with respect to Class A, an
amount equal to the least of
(x) the Class A Cumulative Investor Charged-Off Amount,
(y) the Available Subordinated Amount, and
(z) Series Excess Servicing
shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class A Cumulative Investor
Charged-Off Amount, the Available Subordinated Amount and the amount of Series
Excess Servicing shall be reduced by the amount of such deposit. If the Class A
Cumulative Investor Charged-Off Amount is greater than zero after such
reduction, the Class A Cumulative Investor Charged-Off Amount shall be further
reduced by an amount equal to the least of
(x) the Class A Cumulative Investor Charged-Off Amount,
(y) the Available Subordinated Amount, and
(z) the Class B Investor Interest.
The Class A Cumulative Investor Charged-Off Amount, the Available Subordinated
Amount and the Class B Investor Interest shall each be reduced by such least
amount, and the Class B Cumulative Investor Charged-Off Amount shall be
increased by such amount.
(13) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the Class B Required Amount Shortfall and
(y) Series Excess Servicing
shall be withdrawn from the Series Collections Account and deposited into the
Series Distribution Account. The Class B Required Amount Shortfall and the
amount of Series Excess Servicing shall be reduced by the amount of such
deposit.
(14) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the Class B Cumulative Investor Charged-Off Amount and
(y) Series Excess Servicing
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shall be withdrawn from the Series Collections Account and deposited into the
Series Principal Collections Account. The Class B Cumulative Investor
Charged-Off Amount and the amount of Series Excess Servicing shall be reduced by
the amount of such deposit.
(15) On each Distribution Date prior to the Fully Funded Date, if
any, an amount equal to the lesser of
(x) the amount by which the Total Available Credit Enhancement
Amount is less than the Total Maximum Credit Enhancement
Amount and
(y) Series Excess Servicing
shall be withdrawn from the Series Collections Account and paid to the Trustee
as administrator of the Credit Enhancement for application in accordance with
the provisions of the Credit Enhancement Agreement. If there is Shared Credit
Enhancement, such deposit shall increase the Available Shared Credit Enhancement
Amount until the Available Shared Credit Enhancement Amount equals the Maximum
Shared Credit Enhancement Amount. If there is a Subordinate Class with respect
to Class A, any remaining portion of such deposit shall increase the Available
Class B Credit Enhancement Amount until the Available Class B Credit Enhancement
Amount equals the Maximum Class B Credit Enhancement Amount. The Total Available
Credit Enhancement Amount shall be increased by, and the amount of Series Excess
Servicing shall be decreased by, the amount of such deposit.
(16) If there is Shared Credit Enhancement, and if the Class A
Required Amount Shortfall is greater than zero, the Master Servicer, on the
related Drawing Date, shall make a Credit Enhancement Drawing in an amount equal
to the lesser of
(x) the Class A Required Amount Shortfall and
(y) the Available Shared Credit Enhancement Amount
and such amount shall be deposited into the Series Distribution Account. The
Class A Required Amount Shortfall and the Available Shared Credit Enhancement
Amount shall be reduced by the amount of such deposit.
(17) If there is Shared Credit Enhancement, and if the Class A
Cumulative Investor Charged-Off Amount is greater than zero, the Master
Servicer, on the related Drawing Date, shall make a Credit Enhancement Drawing
in an amount equal to the lesser of
(x) the Class A Cumulative Investor Charged-Off Amount and
(y) the Available Shared Credit Enhancement Amount
and such amount shall be deposited into the Series Principal Collections
Account. The Class A Cumulative Investor Charged-Off Amount and the Available
Shared Credit Enhancement Amount shall be reduced by the amount of such deposit.
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(18) If there is Shared Credit Enhancement, and if there is a
Subordinate Class with respect to Class A, and if the Class B Required Amount
Shortfall is greater than zero, the Master Servicer, on the related Drawing
Date, shall make a Credit Enhancement Drawing in an amount equal to the lesser
of
(x) the Class B Required Amount Shortfall and
(y) the Available Shared Credit Enhancement Amount
and such amount shall be deposited into the Series Distribution Account. The
Class B Required Amount Shortfall and the Available Shared Credit Enhancement
Amount shall be reduced by the amount of such deposit.
(19) If there is Shared Credit Enhancement, and if there is a Subordinate Class
with respect to Class A, and if the Class B Cumulative Investor Charged-Off
Amount is greater than zero, the Master Servicer, on the related Drawing Date,
shall make a Credit Enhancement Drawing in an amount equal to the lesser of
(x) the Class B Cumulative Investor Charged-Off
Amount and
(y) the Available Shared Credit Enhancement Amount
and such amount shall be deposited into the Series Principal Collections
Account. The Class B Cumulative Investor Charged-Off Amount and the Available
Shared Credit Enhancement Amount shall be reduced by the amount of such deposit.
(20) If there is Subordinate Class with respect to Class A, and if
the Class B Required Amount Shortfall is greater than zero, the Master Servicer,
on the related Drawing Date, shall make a Credit Enhancement Drawing in an
amount equal to the lesser of
(x) the Class B Required Amount Shortfall and
(y) the Available Class B Credit Enhancement Amount
and such amount shall be deposited into the Series Distribution Account. The
Class B Required Amount Shortfall and the Available Class B Credit Enhancement
Amount shall be reduced by the amount of such deposit.
(21) If there is a Subordinate Class with respect to Class A, and
if the Class B Cumulative Investor Charged-Off Amount is greater than zero, the
Master Servicer, on the related Drawing Date, shall make a Credit Enhancement
Drawing in an amount equal to the lesser of
(x) the Class B Cumulative Investor Charged-Off
Amount and
(y) the Available Class B Credit Enhancement Amount
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and such amount shall be deposited into the Series Principal Collections
Account. The Class B Cumulative Investor Charged-Off Amount and the Available
Class B Credit Enhancement Amount shall be reduced by the amount of such
deposit.
(22) An amount equal to the lesser of
(x) the Credit Enhancement Fee and
(y) Series Excess Servicing
shall be withdrawn from the Series Collections Account and paid to the Trustee
as the administrator of the Credit Enhancement for application in accordance
with the provisions of the Credit Enhancement Agreement. The amount of Series
Excess Servicing shall be reduced by the amount of such payment.
(23) The Net Swap Payment, up to the remaining amount of Series
Excess Servicing, shall be withdrawn from the Series Collections Account and
paid to the Interest Rate Swap Counterparty in accordance with the provisions of
the Class Interest Rate Swap.
(24) An amount equal to the amount of Series Excess Servicing shall
be withdrawn from the Series Collections Account and deposited into the Group
Finance Charge Collections Reallocation Account.
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall
be made, first, with respect to Class A, and then, if there is a Subordinate
Class with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the
sum of the Class Required Amount Shortfalls for all
Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series
established hereby belongs (after giving effect to
provisions in the applicable Series Supplements
substantially similar to the clauses preceding this
clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to
a comparable clause in the applicable Series
Supplements,
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shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class
Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the Class
Cumulative Investor Charged-Off Amounts for all
Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series
established hereby belongs (after giving effect to
provisions in the applicable Series Supplements
substantially similar to the clauses preceding this
clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(C) After the allocations set forth in clauses (25)(A) and (25)(B)
are made with respect to Class A and Class B, then, if there are one or more
Subordinate Classes other than Class B, the allocations set forth in clauses
(25)(A) and (25)(B) shall be made with respect to each other such Class, in
alphabetical order, to the extent that funds are available pursuant to this
clause (25).
(26) The allocations set forth in clauses (26)(A) and (26)(B) shall
be made, to the extent that funds are available pursuant to this clause (26):
(A) If there is Shared Credit Enhancement, an amount equal to the
lesser of
(x) the amount by which the Available Shared Credit Enhancement
Amount is less than the Maximum Shared Credit Enhancement
Amount and
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(y) the product of
(1) a fraction, the numerator of which is the amount by
which the Available Shared Credit Enhancement Amount
is less than the Maximum Shared Credit Enhancement
Amount and the denominator of which is the sum of, for
each Series in the Group of which the Series
established hereby is a member, the amount by which the
Available Shared Credit Enhancement Amount for such
Series is less than the Maximum Shared Credit
Enhancement Amount for such Series (after giving
effect to provisions in the applicable Series
Supplements substantially similar to the clauses
preceding this clause (26)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other Series
pursuant to a comparable clause in the applicable
Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Such deposit shall increase the Available Shared Credit Enhancement
Amount.
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit
Enhancement Amount is less than the Maximum Class B Credit
Enhancement Amount and
(y) the product of
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement Amount
is less than the Maximum Class B Credit Enhancement
Amount and the denominator of which is the sum of, for
each Series in the Group of which the Series
established hereby is a member, the amount by which
the Available Class B Credit Enhancement Amount for
such Series is less than the Maximum Class B Credit
Enhancement Amount for such Series (after giving
effect to provisions in the applicable Series
Supplements substantially similar to the clauses
preceding this clause (26)) and
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(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other Series
pursuant to a comparable clause in the applicable
Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(27) After all allocations from the Group Finance Charge
Collections Reallocation Account to be made pursuant to any other Series
Supplement for any Series that is a member of the same Group of which the Series
established hereby is a member have been made, an amount equal to the product of
(x) a fraction the numerator of which shall be the Series Investor Interest and
the denominator of which shall be the sum of the Series Investor Interests for
each Series that is a member of the same Group as the Series established hereby
(including the Series established hereby) and (y) the amount remaining on
deposit in the Group Finance Charge Collections Reallocation Account shall be
withdrawn from the Group Finance Charge Collections Reallocation Account and
paid to the Trustee as administrator of the Credit Enhancement for application
in accordance with the provisions of the Credit Enhancement Agreement. Amounts
remaining on deposit in the Group Finance Charge Collections Reallocation
Account shall be withdrawn from such account and allocated pursuant to the
provisions of the Series Supplements for each other Series that is a member of
the same Group as the Series established hereby.
(28) Any amounts remaining on deposit in the Series Collections
Account shall be withdrawn from the Series Collections Account and deposited
into the Series Principal Collections Account.
(29) The Net Swap Receipt, to the extent paid to the Trustee by the
Interest Rate Swap Counterparty pursuant to the Class Interest Rate Swap, shall
be deposited in the Series Collections Account.
(30) Any amount remaining on deposit in the Series Collections
Account will be withdrawn from the Series Collections Account and paid to the
Holder of the Seller Certificate.
(31) Unless the Distribution Date is a Distribution Date in the
Revolving Period, the lesser of
(x) the Principal Distribution Amount and
(y) the amount on deposit in the Series Principal Collections
Account
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shall be withdrawn from the Series Principal Collections Account and deposited
into the Series Principal Funding Account. The amount by which the Principal
Distribution Amount exceeds the amount of such deposit shall be the "Principal
Distribution Amount Shortfall."
(32) Unless the Distribution Date is a Distribution Date in the
Revolving Period, the lesser of
(x) the Principal Distribution Amount Shortfall and
(y) funds, if any, available to pay such Principal
Distribution Amount Shortfall from funds initially
allocated to any Subordinate Series
shall be deposited into the Series Principal Funding Account. The Principal
Distribution Amount Shortfall shall be reduced by the amount of such deposit.
(33) Any amounts remaining on deposit in the Series Principal
Collections Account shall be withdrawn from the Series Principal Collections
Account and be deposited into the Group Principal Collections Reallocation
Account.
(34) During the Accumulation Period or the Controlled Liquidation
Period, as applicable, the allocation set forth below shall be made with respect
to each Class, beginning with Class A and continuing, seriatim, for each Class,
to the extent that funds are available pursuant to this clause (34):
An amount equal to the lesser of
(x) the portion of the Principal Distribution Amount Shortfall that
is allocable to such Class and
(y) the product of
(1) a fraction the numerator of which is the portion of
the Principal Distribution Amount Shortfall that is
allocable to such Class and the denominator of which is the
sum of the portions of the Principal Distribution Amount
Shortfalls allocable to all Classes designated by the same
letter of the alphabet of all Series in the Group to which
the Series established hereby belongs that are in their
Accumulation Periods or Controlled Liquidation Periods, as
applicable (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (34)) and
(2) the amount on deposit in the Group Principal Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series
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shall be withdrawn from the Group Principal Collections Reallocation Account and
deposited into the Series Principal Funding Account. The Principal Distribution
Amount Shortfall shall be reduced by the amount of such deposit.
(35) After all allocations from the Group Principal Collections
Reallocation Account to be made pursuant to any other Series Supplement for any
Series that is a member of the same Group of which the Series established hereby
is a member have been made, the amount remaining on deposit in the Group
Principal Collections Reallocation Account shall be withdrawn from the Group
Principal Collections Reallocation Account and deposited into the Collections
Account.
(36) After all other allocations have been provided for with respect
to each Series then outstanding (whether or not such Series is a member of the
same Group as the Series established hereby), the lesser of
(x) the amount of the Seller Interest and
(y) the amount on deposit in the Collections Account
shall be paid to the Holder of the Seller Certificate. If, after such payment,
any amounts remain on deposit in the Collections Account, such amounts shall
remain in the Collections Account for allocation as Principal Collections on the
next Trust Distribution Date.
SECTION 10. Payments.
(a) Payments.
(1) On each Distribution Date related to a Due Period in the
Accumulation Period or the Early Accumulation Period, and on the first
Distribution Date of the Amortization Period, the Master Servicer shall direct
the Trustee in writing to withdraw the amount of Excess Income, if any, on
deposit in the Series Principal Funding Account from the Series Principal
Funding Account and pay such amount to the Holder of the Seller Certificate.
(2) On each Distribution Date, after giving effect to payments
made pursuant to Section 9 and the calculation of Investor Losses and adjustment
of the Class Investor Interest and Class Invested Amount with respect to each
Class pursuant to Section 13, the Master Servicer shall direct the Trustee in
writing to withdraw and cause the Paying Agent to pay funds from the applicable
Investor Account to or for the benefit of each Class of Investor
Certificateholders, seriatim, with respect to each Class, beginning with Class
A, until such payments have been made with respect to each Class, as set forth
below:
(A) First, an amount equal to the lesser of
(x) the Class Modified Required Amount and
(y) the amount on deposit in the Series Distribution Account.
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shall be withdrawn from the Series Distribution Account and deposited into the
Series Interest Funding Account. The amount by which the Class Modified Required
Amount exceeds the amount so deposited into the Series Interest Funding Account
shall be the Class Monthly Deficiency Amount with respect to such Distribution
Date.
(B) Second, an amount equal to the lesser of
(x) the sum of the Class Monthly Servicing Fee for such
Distribution Date and all accrued but unpaid Class
Monthly Servicing Fees from prior months and
(y) the amount deposited into the Series Distribution Account
with respect to such Class on such Distribution Date
pursuant to Section 9 less the amount deposited into
the Series Interest Funding Account with respect to
such Class pursuant to clause (A) above
shall be withdrawn from the Series Distribution Account and paid to the Master
Servicer.
(3) On each Interest Payment Date (or, if such Interest Payment
Date is not also a Distribution Date, on the Distribution Date occurring in the
same calendar month as each Interest Payment Date), the Master Servicer shall
direct the Trustee in writing to deposit into the Series Interest Funding
Account any Class Interest Rate Cap Payment made by any Interest Rate Cap
Provider for any Class or Subclass pursuant to the Class Interest Rate Cap for
such Class or Subclass.
(4) On each Interest Payment Date (or, if such Interest Payment
Date is not also a Distribution Date, on the Distribution Date occurring in the
same calendar month as each Interest Payment Date), after giving effect to the
payments described above on such day, the Master Servicer shall direct the
Trustee in writing to withdraw the amount deposited into the Series Interest
Funding Account with respect to each Class or Subclass since the preceding
Interest Payment Date. Such amount shall be paid, or converted into Foreign
Currency, as follows:
(a) With respect to any Class or Subclass that is not
subject to a Class Currency Swap, the Master
Servicer shall cause the Paying Agent to pay such
amount on each Interest Payment Date to the Investor
Certificateholders of such Class or Subclass in
accordance with Section 5.01 of the Pooling and
Servicing Agreement;
(b) With respect to any Class or Subclass that is
subject to a Class Currency Swap, assuming no
Currency Swap Termination has occurred, the Master
Servicer shall direct the Trustee in writing to
deposit such amount into the Currency Swap Dollar
Escrow Account; and
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(c) With respect to any Class or Subclass that is
subject to a Class Currency Swap, and following a
Currency Swap Termination, the Master Servicer shall
direct the Trustee in writing to convert such amount
into Foreign Currency at the then prevailing spot
exchange rate in New York; provided, however, that
the Trustee shall not convert any dollars into
Foreign Currency in excess of the amount of dollars
that, when so converted, would equal the sum of the
Class Foreign Currency Modified Required Amounts for
each Distribution Date of the Interest Accrual
Period relating to such Interest Payment Date. The
positive difference, if any, between (i) the sum of
the Class Foreign Currency Modified Required Amounts
for each Distribution Date of the Interest Accrual
Period and (ii) the amount of Foreign Currency so
obtained, shall be the "Class Foreign Currency
Interest Shortfall."
Any amounts withdrawn from the Series Interest Funding Account pursuant to this
clause (4) and not paid or converted into Foreign Currency shall be redeposited
into the Series Interest Funding Account and shall be deemed, on the next
Interest Payment Date, to be amounts deposited since the preceding Interest
Payment Date.
(5) The Master Servicer shall direct the Trustee in writing to
withdraw from the Class Currency Swap Termination Account and convert into
Foreign Currency at the then prevailing spot exchange rate in New York the
lesser of
(x) the amount of dollars that, when converted
into Foreign Currency, will equal the Class
Foreign Currency Interest Shortfall and
(y) the amount on deposit in the Class Currency
Swap Termination Account.
(6) On each Foreign Business Day immediately preceding each
Interest Payment Date with respect to any Class or Subclass that is subject to a
Class Currency Swap, the Master Servicer shall direct the Trustee in writing (i)
to deposit into the Class Foreign Currency Distribution Account all amounts
received from the Currency Swap Counterparty with respect to the sum of the
Class Foreign Currency Modified Required Amounts for each Distribution Date of
the Interest Accrual Period relating to such Interest Payment Date, (ii) to
deposit into the Class Foreign Currency Distribution Account all Foreign
Currency obtained by the Trustee by converting dollars pursuant to Sections
10(a)(4) and 10(a)(5) (x) on deposit in the Series Interest Funding Account and
(y) on deposit in the Class Currency Swap Termination Account (up to the amount
necessary to obtain the Class Foreign Currency Interest Shortfall) into Foreign
Currency at the then prevailing spot exchange rate in New York and (iii) to
cause the Paying Agent to pay such amount to the Investor Certificateholders of
such Class in accordance with subsection (c) of this Section 10.
(7) On each Principal Payment Date (or, if such Principal Payment
Date is not also a Distribution Date, on each Distribution Date occurring in the
same calendar month as each
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Principal Payment Date), after giving effect to the payments described above on
such day, an amount equal to the lesser of
(x) the Controlled Liquidation Amount and
(y) the amount deposited into the Series Principal
Funding Account on any Distribution Date
pursuant to Section 9
shall be withdrawn from the Series Principal Funding Account. Such amount shall
be paid or converted into Foreign Currency as follows:
(a) With respect to any Class or Subclass that is not
subject to a Class Currency Swap, the Master
Servicer shall cause the Paying Agent to pay such
amount to the Investor Certificateholders of such
Class or Subclass in accordance with Section 5.01 of
the Pooling and Servicing Agreement;
(b) With respect to any Class or Subclass that is
subject to a Class Currency Swap, assuming no
Currency Swap Termination has occurred, the Master
Servicer shall direct the Trustee in writing to
deposit such amount into the Currency Swap Dollar
Escrow Account; and (c) With respect to any Class or
Subclass that is subject to a Class Currency Swap,
and following a Currency Swap Termination, the
Master Servicer shall direct the Trustee in writing
to convert such amount into Foreign Currency at the
then prevailing spot exchange rate in New York;
provided, however, that the Trustee shall not
convert any dollars into Foreign Currency in excess
of the amount of dollars that, when so converted,
would equal the Class Foreign Currency Invested
Amount on such Principal Payment Date or Special
Payment Date, as applicable.
Except as set forth in the following sentence, all such amounts shall be paid to
or with respect to the Class A Investor Certificateholders until the Class A
Invested Amount is reduced to zero; and, thereafter, if there is a Subordinate
Class with respect to Class A, such amounts shall be paid to or with respect to
the Class B Investor Certificateholders until the Class B Invested Amount is
reduced to zero, unless the Series Termination Date occurs prior to such date;
provided, however, that on the Fully Funded Date, if any, the Class B Invested
Amount shall be withdrawn from the Series Principal Funding Account and paid to
the Class B Investor Certificateholders. In no event shall any amounts be paid
with respect to any Class of Investor Certificates pursuant to this clause (7)
in excess of the Class Invested Amount for such Class, nor shall any amounts be
paid in excess of the Class Foreign Currency Invested Amount, if applicable. Any
amounts remaining on deposit in the Series Principal Funding Account after the
Class Invested Amount or the Class Foreign Currency Invested Amount, as
applicable, for each Class has been reduced to zero shall be paid to the Holder
of the Seller Certificate. Any amounts withdrawn from the Series Principal
Funding Account pursuant to this clause (7) and not paid or converted into
Foreign Currency shall be paid to the Holder of the Seller Certificate.
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(8) On each Special Payment Date during the Amortization Period,
after giving effect to the payments described above on such day, an amount equal
to the lesser of
(x) the Principal Distribution Amount and
(y) the amount deposited into the Series Principal Funding
Account on such Special Payment Date pursuant to Section 9
shall be withdrawn from the Series Principal Funding Account. Such amount shall
be paid or converted into Foreign Currency as follows:
(a) With respect to any Class or Subclass that is not
subject to a Class Currency Swap, the Master Servicer
shall cause the Paying Agent to pay such amount to
the Investor Certificateholders of such Class or
Subclass in accordance with Section 5.01 of the
Pooling and Servicing Agreement;
(b) With respect to any Class or Subclass that is subject
to a Class Currency Swap, assuming no Currency Swap
Termination has occurred, the Master Servicer shall
direct the Trustee in writing to deposit such amount
into the Currency Swap Dollar Escrow Account; and
(c) With respect to any Class or Subclass that is subject
to a Class Currency Swap, and following a Currency
Swap Termination, the Master Servicer shall direct
the Trustee in writing to convert such amount into
Foreign Currency at the then prevailing spot exchange
rate in New York; provided, however, that the Trustee
shall not convert any dollars into Foreign Currency
in excess of the amount of dollars that, when so
converted, would equal the Class Foreign Currency
Invested Amount on such Principal Payment Date or
Special Payment Date, as applicable.
Except as set forth in the following sentence, all such amounts shall be paid to
or with respect to the Class A Investor Certificateholders until the Class A
Invested Amount is reduced to zero; and, thereafter, if there is a Subordinate
Class with respect to Class A, such amounts shall be paid to or with respect to
the Class B Investor Certificateholders until the Class B Invested Amount is
reduced to zero, unless the Series Termination Date occurs prior to such date.
In no event shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (8) in excess of the Class Invested Amount
for such Class, nor shall any amounts be paid in excess of the Class Foreign
Currency Invested Amount, if applicable. Any amounts remaining on deposit in the
Series Principal Funding Account after the Class Invested Amount or the Class
Foreign Currency Invested Amount, as applicable, for each Class has been reduced
to zero shall be paid to the Holder of the Seller Certificate. Any amounts
withdrawn from the Series Principal Funding Account pursuant to this clause (8)
and not paid or converted into Foreign Currency shall be paid to the Holder of
the Seller Certificate.
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(9) On the first Distribution Date of the Amortization Period, if
any, after giving effect to the payments and withdrawals and conversions
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account. Such amount shall
be paid or converted into Foreign Currency as follows:
(a) With respect to any Class or Subclass that is not
subject to a Class Currency Swap, the Master Servicer
shall cause the Paying Agent to pay such amount to
the Investor Certificateholders of such Class or
Subclass in accordance with Section 5.01 of the
Pooling and Servicing Agreement;
(b) With respect to any Class or Subclass that is subject
to a Class Currency Swap, assuming no Currency Swap
Termination has occurred, the Master Servicer shall
direct the Trustee in writing to deposit such amount
into the Currency Swap Dollar Escrow Account; and
(c) With respect to any Class or Subclass that is subject
to a Class Currency Swap, and following a Currency
Swap Termination, the Master Servicer shall direct
the Trustee in writing to convert such amount into
Foreign Currency at the then prevailing spot exchange
rate in New York; provided, however, that the Trustee
shall not convert any dollars into Foreign Currency
in excess of the amount of dollars that, when so
converted, would equal the Class Foreign Currency
Invested Amount on such Special Payment Date.
Except as set forth in the following sentence, all such amounts shall be paid to
or with respect to the Class A Investor Certificateholders until the Class A
Invested Amount is reduced to zero; and, thereafter, if there is a Subordinate
Class with respect to Class A, such amounts shall be paid to or with respect to
the Class B Investor Certificateholders until the Class B Invested Amount is
reduced to zero, unless the Series Termination Date occurs prior to such date.
In no event shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (9) in excess of the Class Invested Amount
for such Class, nor shall any amounts be paid in excess of the Class Foreign
Currency Invested Amount, if applicable. Any amounts remaining on deposit in the
Series Principal Funding Account after the Class Invested Amount or the Class
Foreign Currency Invested Amount, as applicable, for each Class has been reduced
to zero shall be paid to the Holder of the Seller Certificate. Any amounts
withdrawn from the Series Principal Funding Account pursuant to this clause (9)
and not paid or converted into Foreign Currency shall be paid to the Holder of
the Seller Certificate.
(10) On each Special Payment Date, after giving effect to the
payments, withdrawals and conversions described above on such day, the Master
Servicer shall direct the
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Trustee in writing to withdraw from the Class Currency Swap Termination Account
and convert into Foreign Currency at the then prevailing spot exchange rate in
New York, an amount equal to the lesser of
(x) the amount of dollars that, when converted into
Foreign Currency, will equal the positive
difference, if any, between (i) the product of (A)
the amounts withdrawn from the Series Principal
Funding Account with respect to any Class that is
subject to a Class Currency Swap and (B) the
Currency Swap Exchange Rate and (ii) the amount of
Foreign Currency obtained by the Trustee by
converting dollars on deposit in the Series
Principal Funding Account into Foreign Currency at
the then prevailing spot exchange rate in New York
and
(y) the amount on deposit in the Class Currency Swap
Termination Account.
Any amount remaining on deposit in the Class Currency Swap Termination Account
following the earliest of (1) the payment in full of the Class Foreign Currency
Invested Amount, (2) the payment in full of the Series Invested Amount or (3)
the Series Termination Date, shall be withdrawn from the Class Currency Swap
Termination Account and paid to the Holder of the Seller Certificate.
(11) With respect to any Class or Subclass that is subject to a Class
Currency Swap, on each Principal Payment Date or on the Foreign Business Day
following each Special Payment Date, if applicable, the Master Servicer shall
direct the Trustee in writing (i) to deposit into the Class Foreign Currency
Distribution Account all amounts received from the Currency Swap Counterparty
with respect to the Class Foreign Currency Invested Amount, (ii) to deposit into
the Class Foreign Currency Distribution Account all Foreign Currency obtained by
the Trustee by converting dollars on deposit in the Series Principal Funding
Account and the Class Currency Swap Termination Account into Foreign Currency at
the then prevailing spot exchange rate in New York pursuant to Section 10(a)(10)
and (iii) to cause the Paying Agent to pay such amount to the Investor
Certificateholders of such Class in accordance with subsection (c) of this
Section 10.
(12) On the Class Expected Final Payment Date or the Class Final
Maturity Date, if applicable (or, if such Class Expected Final Payment Date or
Class Final Maturity Date is not also a Distribution Date, on the Distribution
Date occurring in the same calendar month as the Class Expected Final Payment
Date or the Class Final Maturity Date, if applicable), the Master Servicer shall
direct the Trustee in writing to withdraw the amount on deposit in the Series
Principal Funding Account with respect to each Class; provided that (i) such
amount shall be no greater than the Class Invested Amount and (ii) funds, if
any, remaining on deposit in the Series Principal Funding Account after the
payment in full of the Class Invested Amount with respect to each Class shall be
withdrawn and paid to the Holder of the Seller Certificate. Such amount shall be
paid or converted into Foreign Currency as follows:
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(a) With respect to any Class or Subclass that is not
subject to a Class Currency Swap, the Master
Servicer shall cause the Paying Agent to pay such
amount to the Investor Certificateholders of such
Class or Subclass in accordance with Section 5.01
of the Pooling and Servicing Agreement;
(b) With respect to any Class or Subclass that is
subject to a Class Currency Swap, assuming no
Currency Swap Termination has occurred, the Master
Servicer shall direct the Trustee in writing to
deposit such amount into the Currency Swap Dollar
Escrow Account; and
(c) With respect to any Class or Subclass that is
subject to a Class Currency Swap, and following a
Currency Swap Termination, the Master Servicer
shall direct the Trustee in writing to convert
such amount into Foreign Currency at the then
prevailing spot exchange rate in New York;
provided, however, that the Trustee shall not
convert any dollars into Foreign Currency in
excess of the amount of dollars that, when so
converted, would equal the Class Foreign Currency
Invested Amount on such Class Expected Final
Payment Date or Class Final Maturity Date, if
applicable.
Any amounts withdrawn from the Series Principal Funding Account pursuant to this
clause (12) and not paid or converted into Foreign Currency shall be paid to the
Holder of the Seller Certificate.
(13) With respect to any Class or Subclass that is subject to a Class
Currency Swap, on the Foreign Business Day immediately preceding the Class
Expected Final Payment Date or the Class Final Maturity Date, if applicable, the
Master Servicer shall direct the Trustee in writing (i) to deposit into the
Class Foreign Currency Distribution Account all amounts received from the
Currency Swap Counterparty with respect to Class Foreign Currency Invested
Amount, (ii) to deposit into the Class Foreign Currency Distribution Account all
Foreign Currency obtained by the Trustee by converting dollars on deposit in the
Series Principal Funding Account into Foreign Currency at the then prevailing
spot exchange rate in New York pursuant to Section 10(a)(12) and (iii) to cause
the Paying Agent to pay such amount to the Investor Certificateholders of such
Class in accordance with subsection (c) of this Section 10.
(b) Payments to the Sellers and/or the Master Servicer.
Notwithstanding the other provisions in Section 9 and this Section 10, any
amounts payable to Greenwood on behalf of the Holder of the Seller Certificate
or to the Master Servicer on any Distribution Date pursuant to Section 9 and
this Section 10 may be paid prior to such Distribution Date pursuant to Section
4.03(d) of the Pooling and Servicing Agreement.
(c) Payments to Holders of Investor Certificates in Bearer Form. On
each Payment Date, with respect to any outstanding Class of Investor
Certificates issued in bearer form and denominated in a Foreign Currency, the
principal and interest on the Bearer Certificates will be payable in Foreign
Currency only against surrender of the Bearer Certificates or Coupons, as the
case may be, and subject to applicable laws and regulations at the offices of
any Paying Agent outside the United States. Payments of principal and interest
on the Bearer Certificates will be
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made by Foreign Currency check or Foreign Currency bank draft drawn on a
bank account which, at the Paying Agent's discretion, shall be in Frankfurt or
London, or by transfer in same day funds to a Foreign Currency account
maintained by the payee, subject in each case to all applicable laws and
regulations. To the extent necessary under the tax laws of the United States, or
any official application or interpretation of the tax laws of the United States
or its possessions, no such bank draft shall be mailed by any of the Paying
Agents to any address in the United States or its possessions and no transfer of
funds shall be made to an account maintained by the payee in the United States
or its possessions. Payments of principal and interest on the Permanent Global
Certificate, if any, will be made in immediately available funds by wire
transfer to such account as the Foreign Depository with respect to such
Permanent Global Certificate shall direct in writing; provided, however, that in
no event shall any payments be made to an account maintained by the payee in the
United States or its possessions. The Trustee will, so long as any of the Bearer
Certificates remain outstanding, maintain a paying agency in a city outside of
the United States which is recognized as an international financial center (and
at least one of which is located in each city in which a paying agency must be
maintained pursuant to the requirements of the exchange(s) on which the Bearer
Certificates are listed). Notice of any termination of appointment and of any
changes in the specified offices of any Paying Agent will be given to the
Holders of Bearer Certificates in accordance with Section 19 hereof.
Upon the date fixed for the final payment of any Bearer Certificates,
if funds for the payment of the Bearer Certificates and Coupons (if any) shall
have been available at the offices of the Paying Agents, except as otherwise
provided in this paragraph, unmatured Coupons (if any) relating to such Bearer
Certificates (whether or not attached) shall become void and no payment made in
respect thereof and the only right of such Holders of Bearer Certificates shall
be to receive payment of the principal thereof together with accrued interest
to the payment date as provided herein.
SECTION 11. Credit Enhancement
(a) Initial Credit Enhancement. The Master Servicer hereby represents
with respect to the Initial Credit Enhancement and shall be deemed to represent
with respect to any successor Credit Enhancement that (i) the Master Servicer
has provided for the Credit Enhancement for the account of the Trustee and for
the benefit of the Investor Certificateholders, (ii) the Master Servicer has
entered into a Credit Enhancement Agreement, (iii) the Credit Enhancement
permits the Trustee or the Master Servicer, acting as the Trustee's
attorney-in-fact or otherwise, to make Credit Enhancement Drawings from time to
time in an amount up to the Total Available Credit Enhancement Amount at such
time, for the purposes set forth in this Agreement and (iv) the Credit
Enhancement and the respective Credit Enhancement Agreement may be terminated by
the Trustee without penalty if (x) the Master Servicer elects to obtain a
successor Credit Enhancement and such successor Credit Enhancement does not
cause the ratings of the Investor Certificates of the Series established hereby
to be withdrawn or lowered by either of the Rating Agencies from the respective
ratings of such Investor Certificates immediately prior to such election or (y)
if the Credit Enhancement is not Funded Credit Enhancement, the Credit
Enhancement Provider ceases to be a Qualified Credit Enhancement Provider.
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(b) Successor Credit Enhancement.
(i) If the Credit Enhancement is not Funded Credit
Enhancement and if, at any time, the provider of such Credit
Enhancement ceases to be a Qualified Credit Enhancement Provider, the
Master Servicer shall obtain a successor Credit Enhancement within 30
days or such longer period as will not result in the lowering or
withdrawal of the rating of any Class of any Series then outstanding
by the Rating Agencies (a) which, if such successor Credit Enhancement
is not to be Funded Credit Enhancement, will be issued by a Qualified
Credit Enhancement Provider and (b) with respect to which the
representations set forth in Section 11(a) will be satisfied;
provided, however, that the Master Servicer shall not be required to
continue efforts to obtain a successor Credit Enhancement if the then
existing Credit Enhancement Provider again becomes a Qualified Credit
Enhancement Provider and remains such; and, provided, further, that
unless otherwise agreed to by the Rating Agencies, the Credit
Enhancement and Credit Enhancement Agreement will not be terminated
and no successor Credit Enhancement Provider shall be selected if the
successor Credit Enhancement, the successor Credit Enhancement
Agreement, or the selection of such successor Credit Enhancement
Provider would cause the ratings of the Investor Certificates of the
Series established hereby to be withdrawn or lowered by either Rating
Agency from the respective ratings of such Investor Certificates
immediately prior to such selection. The Master Servicer, the Trustee
and the Sellers shall promptly enter into any such successor Credit
Enhancement Agreement, and the Master Servicer shall use its best
efforts to secure the signature of any other required party to such
agreement.
(ii) Regardless of whether the Credit Enhancement is Funded
Credit Enhancement, the Master Servicer may elect, at any time, to
obtain a successor Credit Enhancement, provided that such successor
Credit Enhancement does not cause the ratings of the Investor
Certificates of the Series established hereby to be withdrawn or
lowered by either of the Rating Agencies from the respective ratings
of such Investor Certificates immediately prior to such election.
(iii) In any case, subject to the foregoing, any successor
Credit Enhancement obtained by the Master Servicer need not consist of
the same type of Credit Enhancement as the Initial Credit Enhancement,
but may consist of a different type of facility, including, but not
limited to, a reserve account, a cash collateral account, an
irrevocable standby letter of credit, a surety bond or a combination
of any of the above. Upon issuance of, or other provision for, any
such successor Credit Enhancement, the Trustee shall terminate the
prior Credit Enhancement and Credit Enhancement Agreement.
(c) Supplemental Credit Enhancement Event. Upon the occurrence of a
Supplemental Credit Enhancement Event, Greenwood as Servicer shall, within 60
days of notice from Standard & Poor's of the withdrawal or downgrade (or such
longer period as may be agreed to by Standard & Poor's), arrange for the payment
of the Supplemental Credit Enhancement Amount, if any, by a Person other than
Greenwood (or from Series Excess Servicing) to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
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provisions of the Credit Enhancement Agreement. Both the form and the provider
of the Supplemental Credit Enhancement Amount, if any, shall be determined at
the time it is to be paid; provided, that the Master Servicer shall have
received confirmation from Standard & Poor's that the arrangements with respect
to the Supplemental Credit Enhancement Amount, if any, will not result in the
rating of the Investor Certificates of the Series established hereby being
withdrawn or lowered. In addition to the foregoing, the Master Servicer shall
notify Xxxxx'x of the occurrence of a Supplemental Credit Enhancement Event as
soon as practicable after such occurrence, and shall notify Xxxxx'x in advance
of its implementation of the form and provider of the Supplemental Credit
Enhancement Amount, if any.
SECTION 12. Alternative Credit Support Election.
(a) The Sellers may elect to effect a change in the calculation of the
Class Percentage with respect to Finance Charge Collections during the Early
Accumulation Period or the Amortization Period, as set forth in the definition
of "Class Percentage," and increase the Available Class B Credit Enhancement
Amount, by making an Alternative Credit Support Election. An Alternative Credit
Support Election may be made as follows:
(i) at any time during the Revolving Period, Greenwood on
behalf of the Holder of the Seller Certificate shall deliver written
notice of such Alternative Credit Support Election to the Rating
Agencies, the Trustee and the Credit Enhancement Provider;
(ii) prior to the last day of the Revolving Period, the
Additional Credit Support Amount shall be paid to the Trustee as
administrator of the Credit Enhancement for application in accordance
with the provisions of the Credit Enhancement Agreement; provided,
however, that following an Early Accumulation Event or an Amortization
Event, the Additional Credit Support Amount may be paid to the Trustee
as administrator of the Credit Enhancement at any time on or prior to
the last day of the Due Period in which the Early Accumulation Event or
the Amortization Event occurs;
(iii) prior to the last day of the Revolving Period (or,
following an Early Accumulation Event or an Amortization Event during
the Revolving Period, on or prior to the last day of the Due Period in
which the Early Accumulation Event or the Amortization Event occurs),
the Rating Agencies shall have confirmed that the Alternative Credit
Support Election shall not cause a reduction in or withdrawal of the
rating of any Class of Investor Certificates of the Series established
hereby; and
(iv) prior to the last day of the Revolving Period (or,
following an Early Accumulation Event or an Amortization Event during
the Revolving Period, on or prior to the last day of the Due Period in
which the Early Accumulation Event or the Amortization Event occurs),
Greenwood on behalf of the Holder of the Seller Certificate shall have
delivered to the Rating Agencies written confirmation that the
conclusions reached in the legal opinions delivered on the Initial
Closing Date regarding the absolute transfer of the Receivables and the
security interest of the Trust in the Receivables are not affected by
the Alternative Credit Support Election.
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(b) If each of the actions set forth in Section 12(a) above has been
taken or satisfied as required, the Alternative Credit Support Election shall
become effective on the last day of the Due Period in which the Additional
Credit Support Amount has been paid to the Trustee as administrator of the
Credit Enhancement (an "Effective Alternative Credit Support Election").
(c) At any time until the Alternative Credit Support Election becomes
effective, such Alternative Credit Support Election may be cancelled upon notice
to the Rating Agencies, the Trustee and the Credit Enhancement Provider.
Thereafter, the Additional Credit Support Amount, if any, shall be returned by
the Trustee as administrator of the Credit Enhancement in accordance with the
Credit Enhancement Agreement.
SECTION 13. Calculation of Investor Losses.
(a) For each Distribution Date, the Master Servicer shall calculate the
Class Investor Charged-Off Amount and the Class Cumulative Investor Charged-Off
Amount with respect to each Class, in each case as of the end of the related Due
Period.
(b) If on any Distribution Date, the Class Investor Charged-Off Amount
with respect to any Class exceeds the Class Charge-Off Reimbursement Amount with
respect to such Class, the Class Investor Interest and the Class Invested Amount
for such Class shall each be reduced by the amount of such excess (an "Investor
Loss" with respect to such Class).
(c) On each Distribution Date the Class Investor Interest and the Class
Invested Amount for each Class shall be increased by, and the amount of
aggregate unreimbursed Investor Losses for each such Class shall be decreased
by, the positive difference, if any, between the Class Charge-Off Reimbursement
Amount on such Distribution Date and the Class Investor Charged-Off Amount for
such Distribution Date; provided, however, that neither the Class Invested
Amount nor the Class Investor Interest shall exceed the Class Initial Investor
Interest for such Class minus the sum of (x) the aggregate amount of payments of
Certificate Principal paid to the Investor Certificateholders of such Class
prior to such Distribution Date, (y) in the case of the Class Investor Interest,
the amount on deposit in the Series Principal Funding Account for the benefit of
such Class in respect of Collections of Principal Receivables and (z) the
aggregate amount of losses, if any, on investments of principal of funds on
deposit in the Series Principal Funding Account for the benefit of such Class;
and provided, further, that the amount of Investor Losses with respect to any
Class shall not be reduced to an amount less than zero.
SECTION 14. Servicing Compensation. As compensation for its servicing
activities hereunder and under the Pooling and Servicing Agreement and
reimbursement of its expenses as set forth in Section 3.03 of the Pooling and
Servicing Agreement, the Master Servicer shall be entitled to receive a monthly
servicing fee with respect to the Series established hereby in respect of any
Due Period (or portion thereof) prior to the earlier of the date on which the
Series Investor Interest is reduced to zero and the Series Termination Date.
Such monthly servicing fees shall be composed of the Class Monthly Servicing
Fees and the Supplemental Servicing Fees, if any. The Class Monthly Servicing
Fees shall be paid to the Master Servicer on behalf of each Class on each
Distribution Date pursuant to Section 10. The Supplemental Servicing Fee, if
any, shall be paid to the Master Servicer on or before each Distribution Date
from the Series Additional
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Funds for such Distribution Date. In no event shall the Trustee or the Investor
Certificateholders be liable for the Supplemental Servicing Fee.
SECTION 15. Class Interest Rate Caps.
(a) In the event that the Master Servicer has obtained a Class Interest
Rate Cap in favor of the Trustee for the benefit of a Class or Subclass that
does not have a fixed or maximum Certificate Rate, the Master Servicer hereby
represents that such Class Interest Rate Cap provides that (i) the Trust shall
not be required to make any payments thereunder and (ii) the Trust shall be
entitled to receive payments (determined in accordance with the Class Interest
Rate Cap) from the Interest Rate Cap Provider on an Interest Payment Date if
LIBOR or the Commercial Paper Rate, as applicable, for the related Calculation
Period exceeds the Class Cap Rate for the applicable Class or Subclass. Any
Class Interest Rate Cap Payment shall be deposited into the Series Interest
Funding Account.
(b) In the event that the commercial paper or certificate of deposit
rating of the Interest Rate Cap Provider is withdrawn or reduced below the
ratings specified in the Series Term Sheet (or, in either case, such lower
rating as the applicable Rating Agency shall allow), then within 30 days after
receiving notice of such decline in the creditworthiness of the Interest Rate
Cap Provider as determined by either Rating Agency, either (x) the Interest Rate
Cap Provider, with the prior confirmation of the Rating Agencies that such
arrangement will not result in the reduction or withdrawal of the rating of any
Investor Certificates of the Series established hereby, will enter into an
arrangement the purpose of which shall be to assure performance by the Interest
Rate Cap Provider of its obligations under the Class Interest Rate Caps; or (y)
the Master Servicer shall at its option either (i) with the prior confirmation
of the Rating Agencies that such action will not result in a reduction or
withdrawal of the rating of any Investor Certificates of the Series established
hereby, cause the Interest Rate Cap Provider to pledge securities in the manner
provided by applicable law, which shall be held by the Trustee or its agent free
and clear of the Lien of any third party, in a manner conferring on the Trustee
a perfected first Lien in such securities securing the Interest Rate Cap
Provider's performance of its obligations under the Class Interest Rate Caps, or
(ii) provided that Replacement Class Interest Rate Caps or Qualified Substitute
Cap Arrangements meeting the requirements of Section 15(c) have been obtained,
direct the Trustee (A) to provide written notice to the Interest Rate Cap
Provider of its intention to terminate the Class Interest Rate Caps within such
30-day period and (B) to terminate the Class Interest Rate Caps within such
30-day period, to request the payment to it of all amounts due to the Trust
under the Class Interest Rate Caps through the termination date and to deposit
any such amounts so received, on the day of receipt, to the Series Interest
Funding Account, or (iii) establish any other arrangement (including an
arrangement or arrangements in addition to or in substitution for any prior
arrangement made in accordance with the provisions of this Section 15(b))
satisfactory to the Rating Agencies such that the Rating Agencies will not
reduce or withdraw the rating of any Investor Certificates of the Series
established hereby (a "Qualified Substitute Cap Arrangement"); provided,
however, that in the event at any time any alternative arrangement established
pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be
satisfactory to the Rating Agencies then the provisions of this
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Section 15(b) shall again be applied and in connection therewith the 30-day
period referred to above shall commence on the date the Master Servicer receives
notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (x) or (y)(i)
of Section 15(b) is being established, the Master Servicer shall use its best
efforts to obtain Replacement Class Interest Rate Caps or Qualified Substitute
Cap Arrangements meeting the requirements of this Section 15(c) during the
30-day period referred to in Section 15(b). The Trustee shall not terminate the
Class Interest Rate Caps unless, prior to the expiration of the 30-day period
referred to in Section 15(b), the Master Servicer delivers to the Trustee (i)
Replacement Class Interest Rate Caps or Qualified Substitute Cap Arrangements,
(ii) to the extent applicable, an Opinion of Counsel as to the due
authorization, execution and delivery and validity and enforceability of each
such Replacement Class Interest Rate Cap or Qualified Substitute Cap
Arrangement, as the case may be, and (iii) confirmation from each Rating Agency
that the termination of the Class Interest Rate Caps and their replacement with
such Replacement Class Interest Rate Caps or Qualified Substitute Cap
Arrangements will not adversely affect its rating of the Investor Certificates
of the Series established hereby.
(d) Master Servicer shall notify the Trustee, the Rating Agencies and
the Credit Enhancement Provider within five Business Days after obtaining
knowledge that the commercial paper or certificate of deposit rating of the
Interest Rate Cap Provider has been withdrawn or reduced by either Rating
Agency.
(e) Notwithstanding the foregoing, the Master Servicer may at any time
obtain Replacement Class Interest Rate Caps, provided that the Master Servicer
delivers to the Trustee (i) an Opinion of Counsel as to the due authorization,
execution and delivery and validity and enforceability of such Replacement Class
Interest Rate Caps and (ii) confirmation from the Rating Agencies that the
termination of the then current Class Interest Rate Caps and their replacement
with such Replacement Class Interest Rate Caps will not adversely affect the
rating of the Investor Certificates of the Series established hereby.
(f) The Trustee hereby appoints the Master Servicer to perform the
duties of the calculation agent under the Class Interest Rate Caps and the
Master Servicer accepts such appointment.
SECTION 16. Class Interest Rate Swaps. In the event that the Investor
Certificates of any Class are subject to a Class Interest Rate Swap, the Trust
will enter into a Class Interest Rate Swap in a form approved by the Master
Servicer. Pursuant to the terms of the Class Interest Rate Swap, on each
Distribution Date, the Interest Rate Swap Counterparty shall pay to the Trust
the Net Swap Receipt or the Trust shall pay to the Interest Rate Swap
Counterparty the Net Swap Payment, as applicable. If the Trust does not receive
payment from the Interest Rate Swap Counterparty on each Distribution Date (if
due), the Trustee, on behalf of the Trust, shall attempt to determine from the
Interest Rate Swap Counterparty the reasons therefore and whether such payment
is to be made by the Interest Rate Swap Counterparty on such Distribution Date.
If the Class Interest Rate Swap has not been terminated and the Trust has not
received any payment due from the Interest Rate Swap Counterparty on the related
Distribution Date, the Trustee shall
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notify the Master Servicer of such fact prior to 1:00 p.m. Chicago time on such
Distribution Date.
SECTION 17. Class Currency Swaps.
(a) In the event that the Investor Certificates of any Class are payable
in Foreign Currency, the Trustee will enter into a Class Currency Swap in a form
approved by the Master Servicer and the Rating Agencies pursuant to which (A)
the Trustee shall be required to make payments to the Currency Swap Counterparty
in Dollars and (B) the Trust shall be entitled to receive payments from the
Currency Swap Counterparty in such Foreign Currency. On the Distribution Date
occurring in the same calendar month as each Payment Date, any payments to be
made by the Trustee to the Currency Swap Counterparty under the Class Currency
Swap will be deposited in the Currency Swap Dollar Escrow Account. Any payments
made by the Currency Swap Counterparty pursuant to the Class Currency Swap
(other than payments in connection with the termination thereof or the
replacement of the Currency Swap Counterparty, which payments will be made in
accordance with the Class Currency Swap) will be deposited in the Class Foreign
Currency Distribution Account. In the event that a Counterparty Currency Swap
Default shall occur, remaining amounts on deposit in the Currency Swap Dollar
Escrow Account (after making any partial payments required by the Class Currency
Swap) shall be released to the Trustee in accordance with the terms of the
Escrow Agreement and converted by the Trustee to Foreign Currency at the then
prevailing spot exchange rate in New York and deposited in the Class Foreign
Currency Distribution Account for payment to the Investor Certificateholders of
such Class.
(b) In the event of a Currency Swap Downgrade Trigger, then within 60
days after receiving notice of such decline in the creditworthiness of the
Currency Swap Counterparty as determined by either Rating Agency, the Master
Servicer shall at its option, and subject to any applicable provisions of the
Class Currency Swap, either (i) with the prior confirmation of the Rating
Agencies that such action will not result in a reduction or withdrawal of the
rating of any Investor Certificates of the Series established hereby below the
Minimum Investor Certificate Ratings specified in the Series Term Sheet, cause
the Currency Swap Counterparty to pledge securities in the manner provided by
applicable law, which shall be held by the Trustee or its agent free and clear
of the Lien of any third party, in a manner conferring on the Trustee a
perfected first Lien in such securities securing the Currency Swap
Counterparty's performance of its obligations under the Class Currency Swap,
(ii) with the prior confirmation of the Rating Agencies that such arrangement
will not result in the reduction or withdrawal of the rating of any Investor
Certificates of the Series established hereby below the Minimum Investor
Certificate Ratings specified in the Series Term Sheet, cause the Currency Swap
Counterparty to enter into an arrangement the purpose of which shall be to
assure performance by the Currency Swap Counterparty of its obligations under
the Class Currency Swap, (iii) provided that a Replacement Class Currency Swap
or Qualified Substitute Class Currency Swap Arrangement meeting the requirements
of Section 16(c) has been obtained, direct the Trustee (A) to provide written
notice to the Currency Swap Counterparty of its intention to terminate the Class
Currency Swap within such 60-day period and (B) to terminate the Class Currency
Swap within such 60-day period, to request the payment to it of all amounts due
to the Trust under the Class Currency Swap through
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the termination date and to pay or deposit any such amounts as provided in the
Class Currency Swap, or (iv) establish any other arrangement (including an
arrangement or arrangements in addition to or in substitution for any prior
arrangement made in accordance with the provisions of this Section 16(b))
satisfactory to the Rating Agencies such that the Rating Agencies will not
reduce or withdraw the rating of any Investor Certificates of the Series
established hereby below the Minimum Investor Certificate Ratings specified in
the Series Term Sheet (a "Qualified Substitute Class Currency Swap
Arrangement"); provided, however, that in the event at any time any alternative
arrangement established pursuant to clause (i), (ii) or (iv) of this Section
16(b) shall cease to be satisfactory to the Rating Agencies then the provisions
of this Section 16(b) shall again be applied and in connection therewith the
60-day period referred to above shall commence on the date the Master Servicer
receives notice of such cessation.
(c) Unless an alternative arrangement pursuant to clause (i), (ii) or
(iv) of Section 16(b) is being established, the Master Servicer shall use its
best efforts (without expenditure of funds unless in its sole discretion it
otherwise elects) to obtain Replacement Class Currency Swaps or Qualified
Substitute Class Currency Swap Arrangements meeting the requirements of this
Section 16(c) during the 60-day period referred to in Section 16(b). The Trustee
shall not terminate the Class Currency Swap unless, prior to the expiration of
the 60-day period referred to in Section 16(b), the Master Servicer delivers to
the Trustee (i) Replacement Class Currency Swaps or Qualified Substitute Class
Currency Swap Arrangements, (ii) to the extent applicable, an Opinion of Counsel
(which may be Counsel for the Replacement Currency Swap Counterparty or
Qualified Substitute Currency Swap Counterparty) as to the due authorization,
execution and delivery and validity and enforceability of each such Replacement
Class Currency Swap or Qualified Substitute Currency Swap Arrangement, as the
case may be, and (iii) confirmation from each Rating Agency that the termination
of the Class Currency Swap and its replacement with such Replacement Class
Currency Swaps or Qualified Substitute Class Currency Swap Arrangements will not
result in a reduction or withdrawal of the rating of the Investor Certificates
of the Series established hereby below the Minimum Investor Certificate Ratings
specified in the Series Term Sheet.
(d) The Master Servicer shall notify the Trustee, the Rating Agencies
and the Credit Enhancement Provider within five Business Days after obtaining
knowledge that the long-term, unsecured and unguaranteed debt rating of the
Currency Swap Counterparty has been withdrawn or reduced by either Rating
Agency.
(e) Notwithstanding the foregoing, the Master Servicer may, subject to
the terms of the Class Currency Swap, at any time obtain (without expenditure of
funds unless it otherwise so elects), and the Trustee will enter into, a
Replacement Class Currency Swap, provided that the Master Servicer delivers to
the Trustee (i) an Opinion of Counsel (which may be Counsel for the Replacement
Currency Swap Counterparty or Qualified Substitute Class Currency Swap
Counterparty) as to the due authorization, execution and delivery and validity
and enforceability of such Replacement Class Currency Swap and (ii) confirmation
from the Rating Agencies that the termination of the then current Class Currency
Swap and its replacement with such Replacement Class Currency Swap will not
adversely affect the then-current rating of the Investor Certificates of the
Series established hereby.
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SECTION 18. Investor Certificateholders' Monthly Statement. On each
Statement Date, a statement substantially in the form of Exhibit B prepared by
the Trustee (based on information provided by the Master Servicer) setting forth
the information listed thereon shall be available from the Trustee, each Paying
Agent and, if applicable, the Listing Agent.
SECTION 19. Master Servicer's Monthly Certificate. On or before the
second Business Day preceding each Statement Date, the Master Servicer shall
forward to Greenwood on behalf of the Holder of the Seller Certificate, the
Trustee and each Paying Agent a certificate of a Servicing Officer substantially
in the form of Exhibit C setting forth the information listed thereon.
SECTION 20. Notices. Any notices to holders of Investor Certificates
issued in bearer form shall be given as described in the Series Term Sheet.
SECTION 21. Additional Amortization Events. If any one of the following
events shall occur:
(a) after giving effect to payments and distributions on the Class
Expected Final Payment Date or the Class Final Maturity Date, as applicable,
with respect to any Class, the Class Invested Amount or the Class Foreign
Currency Invested Amount, as applicable, for such Class is not reduced to zero;
(b) if applicable, following either (i) the withdrawal or reduction of
the commercial paper or certificate of deposit rating of any Interest Rate Cap
Provider to below the ratings specified in the Series Term Sheet (or, in either
case, such lower rating as the applicable Rating Agency has allowed) or (ii)
notice from either Rating Agency that any Qualified Substitute Cap Arrangement
or any other arrangement established pursuant to Section 15 is no longer
satisfactory to such Rating Agency, the Master Servicer shall fail, within the
applicable time period specified in Section 15, to (x) obtain Replacement Class
Interest Rate Caps or Qualified Substitute Cap Arrangements or (y) cause the
Interest Rate Cap Provider to pledge securities as collateral securing the
obligations of the Interest Rate Cap Provider or establish any other arrangement
as provided in Section 15, in each case in a manner satisfactory to the Trustee
and the Rating Agencies (such that neither Rating Agency will reduce or withdraw
the ratings of the Investor Certificates of the Series established hereby);
(c) if applicable, following either (i) a Currency Swap Downgrade
Trigger which results (following the expiration of the 60-day period referred to
in Section 16) in the withdrawal or reduction of the ratings of the Investor
Certificates below the Minimum Investor Certificate Ratings specified in the
Series Term Sheet or (ii) notice from either Rating Agency that any Qualified
Substitute Currency Swap Arrangement or any other arrangement established
pursuant to Section 16 is no longer satisfactory to such Rating Agency, the
Master Servicer shall fail, within the applicable time period specified in
Section 16, to (x) obtain Replacement Class Currency Swaps or Qualified
Substitute Class Currency Swap Arrangements or (y) cause the Currency Swap
Counterparty to pledge securities as collateral securing the obligations of the
Currency Swap Counterparty or establish any other arrangement as provided in
Section 16, in each case in a manner satisfactory to the Trustee and the Rating
Agencies (such that neither
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Rating Agency will reduce or withdraw the ratings of the Investor Certificates
below the Minimum Investor Certificate Ratings specified in the Series Term
Sheet);
(d) if applicable, a Currency Swap Termination shall have occurred;
(e) if the Master Servicer determines that the Trust has or will become
obligated to deduct or withhold amounts from payments to be made on the Investor
Certificates of a Class that is subject to a Class Currency Swap on the next
succeeding Interest Payment Date with respect to such Class, for or on account
of any tax, assessment or other governmental charge by the United States or any
political subdivision or taxing authority thereof or therein on any amounts due
to the Certificateholders of such Class, as a result of any change in, or
amendment to, the laws (or any regulations or ruling promulgated thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Series Closing Date, provided that such
obligation to deduct or withhold cannot be avoided by the use of reasonable
measures available to the Trust that, in the good faith opinion of the Master
Servicer, will not have either (a) a material adverse impact on the conduct of
the business of the Sellers or the Master Servicer or (b) a material adverse
effect on the rights or interests of the certificateholders of any Class of any
other Series then outstanding; or
(f) if the Master Servicer determines that payments on the Investor
Certificates of a Class that is subject to a Class Currency Swap on the next
succeeding Interest Payment Date with respect to such Class made outside the
United States by the Trustee, the Master Servicer or any Paying Agent would,
under any present or future law or regulation of the United States, be subject
to any certification, documentation, information or other reporting requirement
of any kind, the effect of which requirement is the disclosure to the Trustee,
the Master Servicer, any Paying Agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of an Investor
Certificate of such Class who is a Non-U.S. Holder (other than such a
requirement (a) which would not be applicable to a payment made by the Trustee,
the Master Servicer or by any Paying Agent (i) directly to the beneficial owner
or (ii) to a custodian, nominee or other agent of the beneficial owner, (b)
which can be satisfied by such custodian, nominee or agent certifying that the
beneficial owner is a Non-U.S. Holder, provided that, in any case referred to in
clauses (a)(ii) or (b), payment by the custodian, nominee or agent to the
beneficial owner is not otherwise subject to any such requirement or (c) which
would not be applicable to a payment made by at least one other Paying Agent) or
such certification, documentation, information or other reporting requirement
cannot be avoided by the use of reasonable measures available to the Trust that,
in the good faith opinion of the Master Servicer, will not have either (a) a
material adverse effect on the Certificateholders of such Class who are Non-U.S.
Holders or on the conduct of the business of the Sellers or the Master Servicer
or (b) cause the withdrawal or reduction of the then current ratings on any
Class of any other Series then outstanding;
(g) if the amount of Principal Receivables in the Trust at the end of
any Due Period for three consecutive Due Periods of the Early Accumulation
Period shall be less than the
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Minimum Principal Receivables Balance and Greenwood shall have failed to assign
Receivables in Additional Accounts or Participation Interests to the Trust in at
least the amount of the deficiency by the tenth day of the calendar month of the
following Due Period;
an Amortization Event shall occur with respect to the Investor Certificates of
the Series established hereby, immediately upon the occurrence of such event. If
an Amortization Event described in this Section 21 shall occur, this Section 21
constitutes written notice by the Trustee and not less than 51% of the Class
Invested Amount of each Class of the Series established hereby to the Master
Servicer and the Sellers that such Amortization Event has occurred. No
additional notice of any kind, which is hereby waived by the Sellers and the
Master Servicer, shall be required as a condition of the occurrence of any
Amortization Event described in this Section 21. In addition, the events set
forth in Section 22 shall constitute either Early Accumulation Events or
additional Amortization Events with respect to the Series established hereby .
The Master Servicer's determination that an event described in clause
(e) or (f) has occurred will be evidenced by delivery to the Trustee of (i) a
certificate setting forth a statement of facts showing that such Amortization
Event has occurred or will occur and (ii) an opinion of independent legal
counsel to such effect based on such statement of facts. In any such case, the
Amortization Event shall be deemed to have occurred on the first Distribution
Date following the Master Servicer's determination, without any notice or other
action on the part of the Trustee or the Investor Certificateholders.
SECTION 22. Early Accumulation Events; Additional Amortization Events.
If the Series established hereby is eligible to have an Early Accumulation
Period, each of the events described in clause (a), (b), (g) or (i) of Section
9.01 of the Pooling and Servicing Agreement shall not be Amortization Events but
shall instead be Early Accumulation Events. In addition, for purposes of this
Series Supplement, each of the following events shall be (i) Early Accumulation
Events, if the Series established hereby is eligible to have an Early
Accumulation Period, or (ii) Amortization Events, if the Series established
hereby is not eligible to have an Early Accumulation Period:
(a) on any Distribution Date, the three month rolling average Series
Excess Spread is less than the Series Buffer Amount and the three month rolling
average Group Excess Spread is less than the Group Buffer Amount;
(b) if a Supplemental Credit Enhancement Event shall have occurred and
Greenwood as Servicer shall have failed to arrange for the Supplemental Credit
Enhancement in accordance with the requirements of Section 11(c) hereof
(including, without limitation, receipt of the confirmation from Standard &
Poor's required thereby).
If any event described in clause (a), (b), (g) or (i) of Section 9.01 of the
Pooling and Servicing Agreement occurs, an Early Accumulation Event shall occur
with respect to the Investor Certificates of such Class only if the event has a
material adverse effect on the Investor Certificateholders of such Class and if,
after the applicable grace period described in those clauses, either the Trustee
declares or the Investor Certificateholders of such Class evidencing
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Fractional Undivided Interests aggregating not less than 51% of the Class
Invested Amount for either Class declare by written notice to Greenwood and the
Master Servicer (and to the Trustee if given by the Investor Certificateholders)
that an Early Accumulation Event has occurred as of the date of the notice. In
the case of any event described in clause (a) or (b) of this Section 22, an
Early Accumulation Event shall occur with respect to the Investor Certificates
of such Class immediately upon the occurrence of the event without any notice or
other action on the part of the Trustee or the Investor Certificateholders of
such Class. On the date on which an Early Accumulation Event is deemed to have
occurred the Early Accumulation Period will commence.
SECTION 23. Purchase of Investor Certificates and Series Termination.
(a) If as of any Distribution Date during the Amortization Period (after
giving effect to any payments calculated pursuant to Section 9 made on such
Distribution Date) the Series Investor Interest of the Series established hereby
is less than or equal to 5% of the Series Initial Investor Interest, Greenwood
on behalf of the Holder of the Seller Certificate may purchase and cancel the
Investor Certificates of the Series established hereby by depositing into the
Series Distribution Account, on the immediately succeeding Distribution Date, an
amount equal to the Series Investor Interest as of the last day of the Due
Period related to such immediately succeeding Distribution Date. If any amount
deposited pursuant to this Section 23(a) is (i) allocable to the Investor
Certificateholders of a Class that is subject to a Class Currency Swap, the
Master Servicer shall direct the Trustee in writing (x) if no Currency Swap
Termination has occurred, to withdraw the amount allocable to such Class from
the Series Distribution Account and deposit such amount into the Currency Swap
Dollar Escrow Account or (y) if a Currency Swap Termination has occurred, to
convert such amount into Foreign Currency at the then prevailing spot exchange
rate in New York, as applicable, and cause such amount to be paid to the
Investor Certificateholders of such Class pursuant to Section 10(c) of this
Series Supplement or (ii) allocable to the Investor Certificateholders of a
Class that is not subject to a Class Currency Swap, the Master Servicer shall
direct the Trustee in writing to withdraw the amount allocable to such Class
from the Series Distribution Account and pay such amount to the Investor
Certificateholders of such Class pursuant to Section 12.02 of the Pooling and
Servicing Agreement. If Greenwood on behalf of the Holder of the Seller
Certificate elects to purchase Investor Certificates with respect to a Class
that is subject to a Class Currency Swap pursuant to this Section 23(a),
Greenwood on behalf of the Holder of the Seller Certificate shall give notice to
the Investor Certificateholders of such Class not less than 30 days and not more
than 45 days prior to such purchase in the manner set forth in Section 19
hereof. All Investor Certificates of the Series established hereby that are
purchased by Greenwood on behalf of the Holder of the Seller Certificate
pursuant to this Section 23(a) shall be delivered by Greenwood on behalf of the
Holder of the Seller Certificate upon such purchase to, and be cancelled by, the
Transfer Agent and be disposed of in a manner satisfactory to the Trustee and
Greenwood on behalf of the Holder of the Seller Certificate.
(b) If as of any Distribution Date during the Accumulation Period, the
Early Accumulation Period or the Controlled Liquidation Period, as applicable
(after giving effect to any payments calculated pursuant to Section 9 made on
such Distribution Date), the Series Investor Interest of the Series established
hereby is less than or equal to 5% of the Series Initial
66
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Investor Interest (before giving effect to any reduction in the Series Initial
Investor Interest pursuant to Section 6.14 of the Pooling and Servicing
Agreement), Greenwood on behalf of the Holder of the Seller Certificate may, but
shall not be obligated to, purchase the Investor Certificates of the Series
established hereby by depositing into the Series Principal Funding Account, on
such Distribution Date, an amount equal to such Series Investor Interest. After
giving effect to such deposit, such Series Investor Interest shall be reduced to
zero, and the Seller Interest shall be increased by the amount of such deposit.
If Greenwood on behalf of the Holder of the Seller Certificate elects to
purchase Investor Certificates with respect to a Class that is subject to a
Class Currency Swap pursuant to this Section 23(b), Greenwood on behalf of the
Holder of the Seller Certificate shall give notice to the Investor
Certificateholders of such Class not less than 30 days and not more than 45 days
prior to such purchase in the manner set forth in Section 19 hereof.
(c) Following the sale of Receivables pursuant to Section 12.02 of the
Pooling and Servicing Agreement, the Master Servicer shall direct the Trustee in
writing (i) with respect to Investor Certificateholders of a Class that is
subject to a Class Currency Swap (a) if no Currency Swap Termination has
occurred, to withdraw the amount allocable to such Class from the Series
Distribution Account and deposit such amount into the Currency Swap Dollar
Escrow Account or (b) if a Currency Swap Termination has occurred, to convert
such amount into Foreign Currency at the then prevailing spot exchange rate in
New York, as applicable, and cause such amount to be paid to the Investor
Certificateholders of such Class pursuant to Section 10(c) of this Series
Supplement or (ii) with respect to Investor Certificateholders of a Class that
is not subject to a Class Currency Swap, to withdraw the amount allocable to
such Class from the Series Distribution Account and pay such amount to the
Investor Certificateholders of such Class pursuant to Section 12.02 of the
Pooling and Servicing Agreement.
SECTION 24. Variable Accumulation Period. If the Series Term Sheet for
the Series established hereby so provides, the Master Servicer may elect, by
written notice to the Trustee, Greenwood on behalf of the Holder of the Seller
Certificate and the Credit Enhancement Provider, to delay the commencement of
the Accumulation Period, and extend the length of the Revolving Period, subject
to the conditions set forth in this Section 24 provided, however, that the
Accumulation Period shall commence no later than the first day of the Due Period
related to the Class A Expected Final Payment Date. Any such election by the
Master Servicer shall be made no later than the first day of the last scheduled
Due Period of the Revolving Period (including any prior extension of the
Revolving Period pursuant to this Section 24).
The Master Servicer may make such election only if the following
conditions are satisfied: (i) the Master Servicer shall have delivered to the
Trustee a certificate to the effect that the Master Servicer reasonably believes
that the delay in the commencement of the Accumulation Period would not result
in the Class Invested Amount with respect to any Class of the Series established
hereby not being paid in full on the relevant Class Expected Final Payment Date;
(ii) the Rating Agencies shall have advised the Master Servicer and Greenwood on
behalf of the Holder of the Seller Certificate that such election to delay the
commencement of the Accumulation Period would not cause the rating of any Class
of any Series then outstanding to
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be lowered or withdrawn; and (iii) the amount to be deposited in the Series
Principal Funding Account in respect of the Accumulation Amount shall have been
adjusted.
SECTION 25. Optional Accumulation Period Commencement. If the Series
Term Sheet for the Series established hereby so provides, unless the
Amortization Period or the Early Accumulation Period shall have commenced prior
thereto, the Master Servicer may elect to commence the Accumulation Period by
delivering written notice to the Trustee, Greenwood, on behalf of the Holder of
the Seller Certificate and the Credit Enhancement Provider at least 5 Business
Days prior to the Accumulation Commencement Date subject to the conditions set
forth in this Section 25; provided, however, that the Accumulation Period shall
commence no later than the first day of the following Due Period. Such written
notice shall set forth the Accumulation Amount for each Distribution Date
relating to the Accumulation Period.
SECTION 26. Series Yield Factor. The Series Yield Factor for the Series
established hereby shall initially be the Series Yield Factor set forth in the
Series Term Sheet. The Master Servicer may change the Series Yield Factor upon
20 days prior written notice to the Trustee, Greenwood on behalf of the Holder
of the Seller Certificate, the Credit Enhancement Provider and the Rating
Agencies, provided that the following conditions are satisfied: (i) the Series
Yield Factor may not be reduced below the initial Series Yield Factor or
increased to more than a total of 0.05; (ii) the Master Servicer shall have
delivered to the Trustee a certificate to the effect that the Master Servicer
reasonably believes that the change in the Series Yield Factor would not (x)
result in any delay in the payment of principal to the Investor
Certificateholders of any Series then outstanding, or (y) cause an Amortization
Event to occur with respect to any Series then outstanding; and (iii) Standard &
Poor's shall have advised the Master Servicer and Greenwood on behalf of the
Holder of the Seller Certificate that such change in the Series Yield Factor
would not cause the rating of any Class of any Series then outstanding to be
lowered or withdrawn. Any such change shall be effective as of the first day of
the Due Period specified in the notice of the Master Servicer.
SECTION 27. Ratification of Pooling and Servicing Agreement. As
supplemented and amended by this Series Supplement, the Pooling and Servicing
Agreement is in all respects ratified and confirmed and the Pooling and
Servicing Agreement as so supplemented by this Series Supplement shall be read,
taken, and construed as one and the same instrument.
SECTION 28. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 29. Governing Law. This Series Supplement shall be construed in
accordance with the internal laws of the State of New York, without reference to
its conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
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EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
[FORM OF THE FACE OF THE CLASS A CERTIFICATES]
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NO. $
CUSIP NO. ___________
DISCOVER CARD MASTER TRUST I, SERIES 1999-2
5.90% CLASS A CREDIT CARD PASS-THROUGH CERTIFICATE
GREENWOOD TRUST COMPANY
MASTER SERVICER, SERVICER AND SELLER
(NOT AN INTEREST IN OR OBLIGATION OF GREENWOOD TRUST COMPANY AND NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.)
This certifies that Cede & Co. (the "Class A Certificateholder") is the
registered owner of a Fractional Undivided Interest in the Discover Card Master
Trust I (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable Additional
Account Cut-Off Date) or thereafter created under certain open end credit card
accounts for specified Persons (the "Accounts") originated by Greenwood Trust
Company, a Delaware banking corporation ("Greenwood"), or an affiliate of
Greenwood, and transferred to the Trust by Greenwood or one or more Additional
Sellers, all monies due or to become due with respect thereto, all proceeds (as
defined in Section 9-306 of the Uniform Commercial Code as in effect in the
Applicable State) of such Receivables pursuant to a Pooling and Servicing
Agreement, dated as of October 1, 1993, by and between U.S. Bank National
Association (formerly First Bank National Association, successor trustee to Bank
of America Illinois, formerly Continental Bank, National Association) as Trustee
(the "Trustee") and Greenwood as Master Servicer,
81
Servicer and Seller, as amended (the "Pooling and Servicing Agreement"), a
summary of certain of the pertinent provisions of which is set forth herein
below, and benefits under any Credit Enhancement with respect to any Series of
investor certificates issued from time to time pursuant to the Pooling and
Servicing Agreement, to the extent applicable. Reference is hereby made to the
further provisions of this Class A Certificate set forth on the reverse hereof,
and such further provisions shall for all purposes have the same effect as if
set forth at this place.
This Class A Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or any amendment thereto, or the Series Supplement,
dated as of March 10, 1999 (the "Series Supplement"), by and between the Trustee
and Greenwood or any amendment thereto, or become vested or obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
or on behalf of the Trustee under the Pooling and Servicing Agreement.
A-1-2
82
IN WITNESS WHEREOF, Greenwood has caused this Class A Certificate to be
duly executed and authenticated.
GREENWOOD TRUST COMPANY
By:____________________________________
A-1-3
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[FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]
It is the intent of the Sellers and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness of the Sellers. The
Sellers and the Class A Certificateholder, by the acceptance of this Class A
Certificate, agree to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Sellers secured
by the Receivables and other assets held in the Trust.
To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Pooling and Servicing Agreement or the Series
Supplement. This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement and the
Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
This Class A Certificate is one of a series of Certificates entitled
"Discover Card Master Trust I, Series 1999-2 5.90% Class A Credit Card
Pass-Through Certificates" (the "Class A Certificates"), each of which
represents a Fractional Undivided Interest in the Trust including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Discover Card Master Trust I,
Series 1999-2 or paid to the Class A Certificateholders. Also issued under the
Pooling and Servicing Agreement and the Series Supplement are Investor
Certificates designated as "Discover Card Master Trust I, Series 1999-2 6.10%
Class B Credit Card Pass-Through Certificates" (the "Class B Certificates"). The
Class A Certificates and the Class B Certificates are collectively referred to
herein as the Investor Certificates.
The aggregate interest represented by the Class A Certificates at any
time in the assets of the Trust shall not exceed an amount equal to the Class A
Investor Interest at such time, plus accrued but unpaid Certificate Interest for
the Class A Certificates and any interest thereon. The Class Initial Investor
Interest of the Class A Certificates is $500,000,000. The Class A Invested
Amount on any Distribution Date will be an amount equal to the Class A Initial
Investor Interest minus the sum of (a) the aggregate amount of payments of
Certificate Principal paid to the Class A Certificateholders prior to such
Distribution Date, (b) the aggregate amount of Investor Losses for such Class
not reimbursed prior to such Distribution Date and (c) the aggregate amount of
losses of principal on investments in funds on deposit for the benefit of such
Class in the Series Principal Funding Account. In addition to the Investor
Certificates, a Seller Certificate has been issued pursuant to the Pooling and
Servicing Agreement which represents, at any time, the undivided interest in the
Trust not represented by the Investor Certificates or the investor certificates
of any other Series of investor certificates then outstanding. Subject to the
terms and conditions of the Pooling and Servicing Agreement, the Sellers may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of investor certificates, which will represent Fractional
Undivided Interests in the Trust.
During the Revolving Period, which begins on the Series Cut-Off Date,
and during the Accumulation Period, Certificate Interest will be distributed on
the 15th day of each April and
A-1-4
84
October with respect to interest accrued during the preceding Interest Accrual
Period, commencing October 1999, or if such 15th day is not a Business Day, on
the next succeeding Business Day (an "Interest Payment Date"), to the Class A
Certificateholders of record as of the last day of the month preceding the
related Interest Payment Date. Principal on the Class A Certificates is
scheduled to be paid in a single payment on the Distribution Date in April 2002
(the "Class A Expected Final Payment Date"), but may be paid sooner or later and
in installments if an Amortization Event occurs. During the Amortization Period,
if any, Certificate Interest and Certificate Principal collected by the Master
Servicer will be distributed to the Class A Certificateholders on the
Distribution Date of each calendar month, commencing in the month following the
commencement of the Amortization Period. In any event, the final payment of
principal of either class will be made no later than the first Business Day
following the Distribution Date in October 2004 (the "Series Termination Date").
The amount to be distributed on each Principal Payment Date to the
holder of this Class A Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion of
the Class A Initial Investor Interest evidenced by this Class A Certificate and
the denominator of which is the Class A Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class A Certificateholders on such
Distribution Date. Distributions with respect to this Class A Certificate will
be made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class A Certificate) without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon, except that with respect to Class A Certificates registered in
the name of Cede & Co., the nominee registrant for The Depository Trust Company,
distributions will be made in the form of immediately available funds.
This Class A Certificate does not represent an obligation of, or an
interest in, the Master Servicer. This Class A Certificate is limited in right
of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain exceptions,
the amendment and modification of the rights and obligations of the Master
Servicer, and the rights of Investor Certificateholders under the Pooling and
Servicing Agreement and Series Supplement, at any time by the Master Servicer,
the Sellers and the Trustee in certain cases (some of which require confirmation
from the Rating Agencies that such amendment will not result in the downgrading
or withdrawal of the rating assigned to the Investor Certificates) without the
consent of the Investor Certificateholders, and in all other cases with the
consent of the Investor Certificateholders owning Fractional Undivided Interests
aggregating not less than 66-2/3% of the Class Invested Amount of each such
affected Class (and with confirmation from the Rating Agencies that such
amendment will not result in the downgrading or withdrawal of the rating
assigned to the Investor Certificates); provided, however, that no such
amendment shall (a) have a material adverse effect on any Class of Investor
Certificateholders by reducing in any manner the amount of, or delaying the
timing of, distributions which are required to be made on any Investor
Certificate without the consent of the affected Investor Certificateholders or
(b) reduce the aforesaid percentage required to consent to any such amendment,
without the consent of each
A-1-5
85
Investor Certificateholder of each affected Class then of record. Any such
amendment and any such consent by the Class A Certificateholder shall be
conclusive and binding on such Class A Certificateholder and upon all future
Holders of this Class A Certificate and of any Class A Certificate issued in
exchange hereof or in lieu hereof whether or not notation thereof is made upon
this Class A Certificate.
The transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class A Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class A Certificates are exchangeable for
new Class A Certificates evidencing like aggregate Fractional Undivided
Interests, as requested by the Class A Certificateholder surrendering such Class
A Certificates. No service charge may be imposed for any such exchange but the
Master Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
The Master Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Master Servicer, the Trust nor the Trustee, the Paying Agent, the
Transfer Agent, nor any agent of any of them or any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing Agreement
and the Series Supplement, if the principal of the Investor Certificates has not
been paid in full prior to the Series Termination Date, the obligations created
by the Pooling and Servicing Agreement and the Series Supplement with respect to
the Investor Certificates shall terminate on the Series Termination Date.
A-1-6
86
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class A Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:____________________________________
Authorized Officer
A-1-7
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EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
[FORM OF THE FACE OF THE CLASS B CERTIFICATES]
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NO. $
CUSIP NO. _________
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND TO THE RIGHTS OF THE MASTER SERVICER AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
DISCOVER CARD MASTER TRUST I, SERIES 1999-2
6.10% CLASS B CREDIT CARD PASS-THROUGH CERTIFICATE
GREENWOOD TRUST COMPANY
MASTER SERVICER, SERVICER AND SELLER
(NOT AN INTEREST IN OR OBLIGATION OF GREENWOOD TRUST COMPANY AND NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.)
THIS INVESTOR CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF
ANY EMPLOYEE BENEFIT PLAN (AS DEFINED BELOW).
This certifies that Cede & Co. (the "Class B Certificateholder") is the
registered owner of a Fractional Undivided Interest in the Discover Card Master
Trust I (the "Trust"), the corpus of which consists of a portfolio of
receivables (the "Receivables") existing as of the Cut-Off Date (or, with
respect to Receivables in Additional Accounts, as of the applicable Additional
Account Cut-Off Date) or thereafter created under certain open end credit card
accounts for specified Persons (the "Accounts") originated by Greenwood Trust
Company, a Delaware banking corporation ("Greenwood"), or an affiliate of
Greenwood, and transferred to the Trust by
88
Greenwood or one or more Additional Sellers, all monies due or to become due
with respect thereto, all proceeds (as defined in Section 9-306 of the Uniform
Commercial Code as in effect in the Applicable State) of such Receivables
pursuant to a Pooling and Servicing Agreement, dated as of October 1, 1993, by
and between U.S. Bank National Association (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association) as Trustee (the "Trustee") and Greenwood as Master
Servicer, Servicer and Seller, as amended (the "Pooling and Servicing
Agreement"), a summary of certain of the pertinent provisions of which is set
forth herein below, and benefits under any Credit Enhancement with respect to
any Series of investor certificates issued from time to time pursuant to the
Pooling and Servicing Agreement, to the extent applicable. Reference is hereby
made to the further provisions of this Class B Certificate set forth on the
reverse hereof, and such further provisions shall for all purposes have the same
effect as if set forth at this place.
This Class B Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or any amendment thereto, or the Series Supplement,
dated as of March 10, 1999 (the "Series Supplement"), by and between the Trustee
and Greenwood or any amendment thereto, or become vested or obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
or on behalf of the Trustee under the Pooling and Servicing Agreement.
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89
IN WITNESS WHEREOF, Greenwood has caused this Class B Certificate to be
duly executed and authenticated.
GREENWOOD TRUST COMPANY
By:________________________________
A-2-3
90
[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]
It is the intent of the Sellers and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness of the Sellers. The
Sellers and the Class B Certificateholder, by the acceptance of this Class B
Certificate, agree to treat this Class B Certificate for federal, state and
local income and franchise tax purposes as indebtedness of the Sellers secured
by the Receivables and other assets held in the Trust.
To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement or the Series
Supplement. This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement and the
Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.
This Class B Certificate is one of a series of Certificates entitled
"Discover Card Master Trust I, Series 1999-2 6.10% Class B Credit Card
Pass-Through Certificates" (the "Class B Certificates"), each of which
represents a Fractional Undivided Interest in the Trust including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Discover Card Master Trust I,
Series 1999-2 or paid to the Class B Certificateholders. Also issued under the
Pooling and Servicing Agreement and the Series Supplement are Investor
Certificates designated as "Discover Card Master Trust I, Series 1999-2 5.90%
Class A Credit Card Pass-Through Certificates" (the "Class A Certificates"). The
Class A Certificates and the Class B Certificates are collectively referred to
herein as the Investor Certificates.
The aggregate interest represented by the Class B Certificates at any
time in the assets of the Trust shall not exceed an amount equal to the Class
Investor Interest of the Class B Certificates at such time, plus accrued but
unpaid Certificate Interest for the Class B Certificates and any interest
thereon. The Class B Certificateholders are also entitled to the benefit of the
Credit Enhancement, to the extent provided in the Series Supplement. The Class
Initial Investor Interest of the Class B Certificates is $26,316,000. The Class
B Invested Amount on any Distribution Date will be an amount equal to the Class
B Initial Investor Interest minus the sum of (a) the aggregate amount of
payments of Certificate Principal paid to the Class B Certificateholders prior
to such Distribution Date, (b) the aggregate amount of Investor Losses for such
Class not reimbursed prior to such Distribution Date and (c) the aggregate
amount of losses of principal on investments in funds on deposit for the benefit
of such Class in the Series Principal Funding Account. In addition to the
Investor Certificates, a Seller Certificate has been issued pursuant to the
Pooling and Servicing Agreement which represents, at any time, the undivided
interest in the Trust not represented by the Investor Certificates or the
investor certificates of any other Series of investor certificates then
outstanding. Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Sellers may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series of investor certificates, which will
represent Fractional Undivided Interests in the Trust.
A-2-4
91
During the Revolving Period, which begins on the Series Cut-Off Date,
and during the Accumulation Period, Certificate Interest will be distributed on
the 15th day of each April and October with respect to interest accrued during
the preceding Interest Accrual Period, commencing in October 1999, or if such
15th day is not a Business Day, on the next succeeding Business Day, and on the
Class B Expected Final Payment Date (each, an "Interest Payment Date"), to the
Class B Certificateholders of record as of the last day of the month preceding
the related Interest Payment Date. Principal on the Class B Certificates is
scheduled to be paid in a single payment on the Distribution Date in May 2002
(the "Class B Expected Final Payment Date"), but may be paid sooner or later or
in installments under certain circumstances. During the Amortization Period, if
any, Certificate Interest and Certificate Principal collected by the Master
Servicer will be distributed to the Class B Certificateholders on the
Distribution Date of each calendar month, commencing in the month following the
commencement of the Amortization Period; provided, however, that no Certificate
Principal will be distributed to the Class B Certificateholders until the Class
A Investor Interest has been reduced to zero. The rights of the Class B
Certificateholders to receive the distributions to which they would otherwise be
entitled on the Receivables will be subordinated to the rights of the Class A
Certificateholders and the Master Servicer to the extent described in the
Pooling and Servicing Agreement and Series Supplement. In any event, the final
payment of principal of either Class will be made no later than the first
Business Day following the Distribution Date in October 2004 (the "Series
Termination Date").
The amount to be distributed on each Distribution Date to the holder of
this Class B Certificate will be equal to the product of (a) the percentage
equivalent of a fraction, the numerator of which is the portion of the Class B
Initial Investor Interest evidenced by this Class B Certificate and the
denominator of which is the Class B Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class B Certificateholders on such
Distribution Date. Distributions with respect to this Class B Certificate will
be made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class B Certificate) without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon, except that with respect to Class B Certificates registered in
the name of Cede & Co., the nominee registrant for The Depository Trust Company,
distributions will be made in the form of immediately available funds.
This Class B Certificate does not represent an obligation of, or an
interest in, the Master Servicer. This Class B Certificate is limited in right
of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain exceptions,
the amendment and modification of the rights and obligations of the Master
Servicer, and the rights of Investor Certificateholders under the Pooling and
Servicing Agreement and Series Supplement, at any time by the Master Servicer,
the Sellers and the Trustee in certain cases (some of which require confirmation
from the Rating Agencies that such amendment will not result in the downgrading
or withdrawal of the rating assigned to the Investor Certificates) without the
consent of the Investor Certificateholders, and in all other cases with the
consent of the Investor
A-2-5
92
Certificateholders owning Fractional Undivided Interests aggregating not less
than 66-2/3% of the Class Invested Amount of each such affected Class (and with
confirmation from the Rating Agencies that such amendment will not result in the
downgrading or withdrawal of the rating assigned to the Investor Certificates);
provided, however, that no such amendment shall (a) have a material adverse
effect on any Class of Investor Certificateholders by reducing in any manner the
amount of, or delaying the timing of, distributions which are required to be
made on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Investor Certificateholder of
each affected Class then of record. Any such amendment and any such consent by
the Class B Certificateholder shall be conclusive and binding on such Class B
Certificateholder and upon all future Holders of this Class B Certificate and of
any Class B Certificate issued in exchange hereof or in lieu hereof whether or
not notation thereof is made upon this Class B Certificate.
The transfer of this Class B Certificate shall be registered in the
Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.
The transfer of this Investor Certificate is subject to certain
restrictions set forth in the Pooling and Servicing Agreement. In no event shall
this Investor Certificate, or any interest therein, be transferred to an
employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), and
not excepted under Section 4975(g). Any Holder of this Investor Certificate, by
its acceptance hereof, shall be deemed to represent and warrant that it is not
(i) an employee benefit plan (as defined in Section 3(3) of ERISA), that is
subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(l) of the
Code, and not excepted under Section 4975(g), or (iii) an entity using assets to
purchase such Certificates which constitute plan assets by reason of a plan's
investment in such Holder.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class B Certificates are exchangeable for
new Class B Certificates evidencing like aggregate Fractional Undivided
Interests, as requested by the Class B Certificateholder surrendering such Class
B Certificates. No service charge may be imposed for any such exchange but the
Master Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
The Master Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Master Servicer, the Trust nor the Trustee, the Paying Agent, the
Transfer Agent, nor any agent of any of them or any such agent shall be
A-2-6
93
affected by notice to the contrary except in certain circumstances described in
the Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing Agreement
and the Series Supplement, if the principal of the Investor Certificates has not
been paid in full prior to the Series Termination Date, the obligations created
by the Pooling and Servicing Agreement and the Series Supplement with respect to
the Investor Certificates shall terminate on the Series Termination Date.
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[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class B Certificates referred to in the within
mentioned Pooling and Servicing Agreement and Series Supplement.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:____________________________________
Authorized Officer
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Exhibit B
Form of Investor Certificateholders' Monthly Statement
Discover Card Master Trust I
Series 1999-2 Monthly Statement
Trust Distribution Date: __________ __, ____ Due Period Ending: __________ __, ____
Pursuant to the Series Supplement dated as of March 10, 1999 relating to the
Pooling and Servicing Agreement dated as of October 1, 1993 by and between
Greenwood Trust Company and U.S. Bank National Association (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association) as Trustee, as amended, the Trustee is
required to prepare certain information each month regarding current
distributions to Certificateholders and the performance of the Trust. The
information for the Due Period and the Trust Distribution Date listed above is
set forth below.
1. Payments for the benefit of Series Investors this Due Period (per $1,000 of
----------------------------------------------------------------------------
Class Initial Investor Interest)
--------------------------------
Total Interest Principal
Series 1999-2
Class A $____________ $____________ $____________
Class B $____________ $____________ $____________
2. Principal Receivables at the end of the Due Period
--------------------------------------------------
(a) Aggregate Investor Interest $____________
Seller Interest $____________
TOTAL MASTER TRUST $____________
(b) Group One Investor Interest $____________
(c) Group Two Investor Interest $____________
(d) Series 1999-2 Series Investor Interest $____________
(e) Class A Investor Interest $____________
Class B Investor Interest $____________
3. Allocation of Receivables Collected During the Due Period
---------------------------------------------------------
Finance Charge Principal Yield Additional
Collections Collections Collections Funds
(a) Allocation of Collections between
Investors and Seller
Aggregate Investor Allocation $____________ $___________ N/A N/A
Seller Allocation $____________ $___________ N/A N/A
(b) Group One Allocation $____________ $___________ N/A N/A
(c) Group Two Allocation $____________ $___________ N/A N/A
(d) Series 1999-2 Allocations $____________ $___________ N/A N/A
(e) Class A Allocations $____________ $___________ N/A N/A
Class B Allocations $____________ $___________ N/A N/A
4. Information Concerning the Series Principal Funding Accounts ("SPFA")
---------------------------------------------------------------------
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96
Deposits into the SPFAs Deficit Amount
This Due Period This Due Period Total Deposits Investment Income
Series 1999-2 $________ $______ $________ $_________
5. Information Concerning Amount of Controlled Liquidation Payments
----------------------------------------------------------------
Amount Paid This Due Deficit Amount This Due Total Payments Through
Period Period The Due Period
Series 1999-2
Class A N/A N/A N/A
Class B N/A N/A N/A
6. Information Concerning the Series Interest Funding Accounts ("SIFA")
--------------------------------------------------------------------
Deposits into the SIFA
This Due Period SIFA Balance
Series 1999-2 $_________ $________
7. Pool Factors
This Due Period
Class A $_________
Class B $_________
8. Investor Charged-Off Amount
---------------------------
This Due Period Cumulative Investor
Charged-Off Amount
(a) Group One $_________ $_________
(b) Group Two $_________ $_________
(c) Series 1999-2 $_________ $_________
(d) Class A $_________ $_________
Class B $_________ $_________
9. Investor Losses This Due Period
-------------------------------
Total per $1,000 of Original
Invested Principal
(a) Group One $_________ $_________
(b) Group Two $_________ $_________
(c) Series 1999-2 $_________ $_________
(d) Class A $_________ $_________
Class B $_________ $_________
10. Reimbursement of Investor Losses This Due Period
------------------------------------------------
Total per $1,000 of Original
Invested Principal
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(a) Group One $_________ $_________
(b) Group Two $_________ $_________
(c) Series 1999-2 $_________ $_________
(d) Class A $_________ $_________
Class B $_________ $_________
11. Aggregate Amount of Unreimbursed Investor Losses
------------------------------------------------
Total per $1,000 of Original
Invested Principal
(a) Group One $_________ $_________
(b) Group Two $_________ $_________
(c) Series 1999-2 $_________ $_________
(d) Class A $_________ $_________
Class B $_________ $_________
12. Investor Monthly Servicing Fee Payable This Due Period
------------------------------------------------------
(a) Group One $_________
(b) Group Two $_________
(c) Series 1999-2 $_________
(d) Class A $_________
Class B $_________
13. Class Available Subordinated Amount at the end of the Due Period
----------------------------------------------------------------
as a percentage of
Total Class A Invested Amount
Series 1999-2, Class B $____________ ________ %
14. Total Available Credit Enhancement Amounts
------------------------------------------
Shared Amount Class B Amount
Maximum Amount N/A $__________
Available Amount N/A $__________
Amount of Drawings on Credit
Enhancement for this Due Period N/A $__________
15. Delinquency Summary
-------------------
End of Due Period Master Trust Receivables Outstanding $_________
Delinquent Amount Percentage of Ending
Payment Status Ending Balance Receivables Outstanding
30 - 59 days $__________________ __________%
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98
60 - 179 days $__________________ __________%
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:___________________________
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Exhibit C
---------
Form of Master Servicer's Monthly Certificate
Discover Card Master Trust I
Series 1999-2
CREDIT CARD
PASS-THROUGH CERTIFICATES
--------------------
The undersigned, a duly authorized representative of Greenwood Trust Company
("Greenwood"), as Master Servicer pursuant to the Pooling and Servicing
Agreement dated as of October 1, 1993, as amended (the "Pooling and Servicing
Agreement"), and the Series Supplement, dated as of March 10, 1999 (the "Series
Supplement") by and between Greenwood and U.S. Bank National Association
(formerly First Bank National Association, successor trustee to Bank of America
Illinois, formerly Continental Bank, National Association) as Trustee, does
hereby certify as follows with respect to the Series Supplement for the Discover
Card Master Trust I, Series 1999-2 Certificates for the Distribution Date
occurring on _______________:
1. Greenwood is Master Servicer under the Pooling and Servicing
Agreement.
2. The undersigned is a Servicing Officer of Greenwood as Master
Servicer.
3 The aggregate amount of Collections processed during the
related Due Period is equal to ....................................... $_____
4. The aggregate amount of Class A Principal Collections processed
during the related Due Period is equal ............................... $_____
5. The aggregate amount of Class A Finance Charge Collections processed
during the related Due Period is equal to ............................ $_____
6a. The aggregate amount of Class A Principal Collections recharacterized
as Series Yield Collections during the related Due Period is equal to. $_____
6b. The aggregate amount of Class A Additional Funds for this Distribution
Date is equal to ..................................................... $_____
7. The sum of all amounts payable to the Class A Certificate-holders on
the current Distribution Date Is equal to............................. $_____
8. The aggregate amount of Class B Principal Collections processed
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100
during the related Due Period is equal to............................. $_____
9. The aggregate amount of Class B Finance Charge Collections processed
during the related Due Period is equal to............................. $_____
10a. The aggregate amount of Class B Principal Collections recharacterized
as Series Yield Collections during the related Due Period is.......... $_____
10b. The aggregate amount of Class B Additional Funds for this Distribution
Date is equal to ..................................................... $_____
11. The amount of drawings under the Credit Enhancement required to be
made on the related Drawing Date pursuant to the Series Supplement:
(a) with respect to the Class B Required Amount Shortfall is equal to $_____
(b) with respect to the Class B Cumulative Investor Charged-Off Amount
is equal to ...................................................... $_____
(c) with respect to the Class B Investor Interest is equal to......... $_____
12. The sum of all amounts payable to the Class B Certificate-holders on
the current Distribution Date is equal to............................. $_____
13. Attached hereto is a true copy of the statement required to be
delivered by the Master Servicer on the date of this Certificate to the
Trustee pursuant to Section 19 of the Series Supplement.
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IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this ____ day of ___________,_____.
GREENWOOD TRUST COMPANY,
as Master Servicer
By:_____________________________
Title:
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